SOUTHWEST GAS HOLDINGS, INC. 5,500,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2022 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
SOUTHWEST GAS HOLDINGS, INC. and EQUINITI TRUST COMPANY, as Rights Agent RIGHTS AGREEMENT Dated as of October 10, 2021Rights Agreement • October 12th, 2021 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
RIGHTS AGREEMENT, dated as of October 10, 2021 (the “Agreement”), between Southwest Gas Holdings, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, as rights agent (the “Rights Agent”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 1 hereof or as otherwise defined elsewhere in this Agreement.
SOUTHWEST GAS HOLDINGS, INC. 3,576,180 SHARES OF COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2023 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York.
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN CENTURI HOLDINGS, INC., AND SOUTHWEST GAS HOLDINGS, INC. DATED APRIL 11, 2024Registration Rights Agreement • April 17th, 2024 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of April 11, 2024 (this “Agreement”), is entered into by and between Centuri Holdings, Inc., a Delaware corporation (together with any successor entity thereto, the “Company”), and Southwest Gas Holdings, Inc. (“Southwest”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • January 3rd, 2022 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • January 3rd, 2022 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
SALES AGENCY AGREEMENTSales Agency Agreement • May 8th, 2019 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
This Sales Agency Agreement (this “Agreement”) is dated May 8, 2019, by and among SOUTHWEST GAS HOLDINGS, INC., a California corporation (“SWX California”), and BNY MELLON CAPITAL MARKETS, LLC, a registered broker-dealer organized under the laws of Delaware (“BNYMCM”).
PURCHASE AND SALE AGREEMENT dated as of October 5, 2021 by and between DOMINION ENERGY QUESTAR CORPORATION as Seller, and SOUTHWEST GAS HOLDINGS, INC., as BuyerPurchase and Sale Agreement • October 5th, 2021 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
This Purchase and Sale Agreement (this “Agreement”), dated as of October 5, 2021 (the “Effective Date”), is made by and between DOMINION ENERGY QUESTAR CORPORATION, a Utah corporation (“Seller”) and Southwest Gas Holdings, Inc., a Delaware corporation (“Buyer”).
SEPARATION AGREEMENT BY AND BETWEEN SOUTHWEST GAS HOLDINGS, INC. AND CENTURI HOLDINGS, INC. DATED AS OF APRIL 11, 2024Separation Agreement • April 17th, 2024 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
This SEPARATION AGREEMENT, dated as of April 11, 2024 (this “Agreement”), is by and between Southwest Gas Holdings, Inc., a Delaware corporation (“Southwest”), and Centuri Holdings, Inc., a Delaware corporation (“Centuri”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
364-DAY TERM LOAN CREDIT AGREEMENT dated as of January 20, 2023 among SOUTHWEST GAS CORPORATION, as Borrower, THE LENDERS LISTED ON THE SIGNATURE PAGES HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A., as...364-Day Term Loan Credit Agreement • January 20th, 2023 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution
364-DAY TERM LOAN CREDIT AGREEMENT, dated as of January 20, 2023, among SOUTHWEST GAS CORPORATION, a California corporation (the “Borrower”), each of the lenders from time to time parties to this Agreement (collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
TERM LOAN AGREEMENT dated as of March 23, 2021 among SOUTHWEST GAS CORPORATION, as Borrower, THE LENDERS LISTED ON THE SIGNATURE PAGES HERETO and THE BANK OF NEW YORK MELLON, as Administrative Agent, Bank of America, N.A. as Co- Syndication Agent,...Term Loan Agreement • March 23rd, 2021 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
TAX MATTERS AGREEMENT BY AND BETWEEN SOUTHWEST GAS HOLDINGS, INC. AND CENTURI HOLDINGS, INC. DATED AS OF APRIL 11, 2024Tax Matters Agreement • April 17th, 2024 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
This TAX MATTERS AGREEMENT (this “Agreement”) is made as of April 11, 2024 by and between Southwest Gas Holdings, Inc., a Delaware corporation (“Parent”) and Centuri Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Centuri” and, together with Parent, the “Parties”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation Agreement, dated as of the date hereof, by and between the Parties and, prior to a Trigger Event, in the form attached to the Centuri Certificate of Incorporation as Exhibit A (the “Separation Agreement”).
AMENDED AND RESTATED COOPERATION AGREEMENTCooperation Agreement • October 15th, 2024 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution
This Amended and Restated Cooperation Agreement, dated as of October 15, 2024 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member” of the Icahn Group) and Southwest Gas Holdings, Inc. (the “Company”).
PERFORMANCE STOCK UNIT AWARD AGREEMENT UNDER THE SOUTHWEST GAS HOLDINGS, INC.Performance Stock Unit Award Agreement • May 7th, 2024 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution
This Award Agreement for Performance Stock Units (this “Award Agreement”) is dated as of February 22, 2024, by and between Southwest Gas Holdings, Inc., a Delaware corporation (the “Company”), and Karen S. Haller (the “Participant”), pursuant to the Southwest Gas Holdings, Inc. 2024 Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this Award Agreement shall have the meaning set forth in the Plan, and the Plan is incorporated by reference into this Award Agreement.
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 13, 2023Credit Agreement • November 15th, 2023 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is by and among CENTURI GROUP, INC., a Nevada corporation (the “Company”), and each Additional Borrower that becomes a party thereto in accordance with Section 5.17 thereto, as US Borrowers, CENTURI CANADA DIVISION INC., a corporation organized under the laws of the Province of Ontario, Canada, and each Additional Borrower that becomes a party thereto in accordance with Section 5.17 thereto, as Canadian Borrowers, the other Credit Parties party hereto, the lenders party hereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
REVOLVING CREDIT AGREEMENT dated as of March 28, 2017 among SOUTHWEST GAS HOLDINGS, INC., as Borrower, THE LENDERS LISTED ON THE SIGNATURE PAGES HERETO and THE BANK OF NEW YORK MELLON, as Administrative Agent, BANK OF AMERICA, N.A., as Co-Syndication...Revolving Credit Agreement • March 31st, 2017 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution
by law to close and (b) with respect to any Eurodollar Loan, a day on which commercial banks are open for domestic and international business (including dealings in U.S. dollar deposits) in London.
PERFORMANCE STOCK UNIT AWARD AGREEMENT UNDER THE SOUTHWEST GAS HOLDINGS, INC.Performance Stock Unit Award Agreement • May 7th, 2024 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution
This Performance Stock Unit Award Agreement (this “Award Agreement”) is dated as of [•], 2024, by and between Southwest Gas Holdings, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), pursuant to the Southwest Gas Holdings, Inc. 2024 Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this Award Agreement shall have the meaning set forth in the Plan, and the Plan is incorporated by reference into this Award Agreement.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 27, 2021 by and among CENTURI GROUP, INC., and each Additional Borrower, as US Borrowers, CENTURI CANADA DIVISION INC., and each Additional Borrower, as Canadian Borrowers, the Lenders...Credit Agreement • August 30th, 2021 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 27, 2021, by and among CENTURI GROUP, INC., a Nevada corporation, and each Additional Borrower that becomes a party hereto in accordance with Section 5.17, as US Borrowers, CENTURI CANADA DIVISION INC., a corporation organized under the laws of the Province of Ontario, Canada, and each Additional Borrower that becomes a party hereto in accordance with Section 5.17, as Canadian Borrowers, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
AGREEMENT AND PLAN OF MERGER OF SOUTHWEST GAS HOLDINGS, INC. (a California corporation) AND SOUTHWEST GAS HOLDINGS, INC. (a Delaware corporation)Merger Agreement • September 20th, 2019 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution
This Agreement and Plan of Merger, dated as of September 20, 2019 (the “Agreement”), is made by and between Southwest Gas Holdings, Inc., a California corporation (“Southwest Gas California”), and Southwest Gas Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Southwest Gas California (“Southwest Gas Delaware”). Southwest Gas California and Southwest Gas Delaware are sometimes referred to herein as the “Constituent Corporations.”
December 13, 2023 Via Email and UPS Overnight Paul M. DailyEmployee Transition and Separation Agreement • December 15th, 2023 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • Nevada
In light of your forthcoming retirement from Centuri Group, Inc. (the “Company”) and any of its subsidiaries or affiliates, this letter agreement (the “Agreement”) outlines the terms and conditions of your employment as President and Chief Executive Officer (“CEO”) of the Company during the period beginning on the date both you and the Company have executed this Agreement (the “Effective Date”) and ending on the date your employment terminates for any reason (the “Separation Date” and such period between the Effective Date and Separation Date, the “Transition Period”). You, the Company, and the Company’s ultimate parent, Southwest Gas Holdings, Inc. (“SWX”) intend for the Separation Date to occur on the date on which you have effectively transitioned your responsibilities to the Company’s new CEO, as determined by the Chief Executive Officer of SWX (the “SWX CEO”), which you, the Company and SWX intend to occur by or before June 30, 2024. In the event the Separation Date occurs after D
AWARD AGREEMENT FOR TIME-LAPSE RESTRICTED STOCK UNITS UNDER THE SOUTHWEST GAS HOLDINGS, INC.Award Agreement for Time-Lapse Restricted Stock Units • May 7th, 2024 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution
This Award Agreement for Time-Lapse Restricted Stock Units (this “Award Agreement”) is dated as of [•], 2024, by and between Southwest Gas Holdings, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), pursuant to the Southwest Gas Holdings, Inc. 2024 Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this Award Agreement shall have the meaning set forth in the Plan, and the Plan is incorporated by reference into this Award Agreement.
SALES AGENCY AGREEMENTSales Agency Agreement • April 8th, 2021 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
This Sales Agency Agreement (this “Agreement”) is dated April 8, 2021, by and among SOUTHWEST GAS HOLDINGS, INC., a Delaware corporation (the “Company”), BNY MELLON CAPITAL MARKETS, LLC, a registered broker-dealer organized under the laws of Delaware (“BNYMCM”), and J.P. MORGAN SECURITIES LLC, a registered broker-dealer organized under the laws of Delaware (“JPM” and, together with BNYMCM, the “Sales Agents”).
364-DAY TERM LOAN CREDIT AGREEMENT dated as of November 1, 2021 among SOUTHWEST GAS HOLDINGS, INC., as Borrower, THE LENDERS LISTED ON THE SIGNATURE PAGES HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as...364-Day Term Loan Credit Agreement • November 5th, 2021 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
; provided that, for each Pricing Level, each of the interest rate spreads set forth in the table above will increase by 25 basis points per annum on the 90th day after the Closing Date, by an additional 25 basis points per annum on the 180th day after the Closing Date and by an additional 25 basis points per annum on the 270th day after the Closing Date.
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 22, 2024Credit Agreement • March 22nd, 2024 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
This FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is by and among CENTURI GROUP, INC., a Nevada corporation (the “Company”), and each Additional Borrower that becomes a party thereto in accordance with Section 5.17 thereto, as US Borrowers, CENTURI CANADA DIVISION INC., a corporation organized under the laws of the Province of Ontario, Canada, and each Additional Borrower that becomes a party thereto in accordance with Section 5.17 thereto, as Canadian Borrowers, the other Credit Parties party hereto, the lenders party hereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 6th, 2024 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
This Equity Distribution Agreement (this “Agreement”) is dated August 6, 2024, by and among SOUTHWEST GAS HOLDINGS, INC., a Delaware corporation (the “Company”), J.P. MORGAN SECURITIES LLC (“JPM”) and WELLS FARGO SECURITIES, LLC (“Wells Fargo”), each a registered broker-dealer organized under the laws of Delaware (the “Sales Agents”).
PLAN OF REORGANIZATIONPlan of Reorganization • January 3rd, 2017 • Southwest Gas Holdings, Inc.
This Plan of Reorganization (collectively with any exhibits and schedules attached hereto, the “Plan”) is entered into on December 28, 2016 by and among Southwest Gas Corporation, a California corporation, (“SWG”), Southwest Gas Holdings, Inc., a California corporation (“HoldCo”), Southwest Gas Utility Group, Inc., a California corporation (“Intermediate HoldCo”), and Southwest Reorganization Co., a California corporation (“MergerSub” and collectively with SWG, HoldCo and Intermediate HoldCo, the “Parties”).
AWARD AGREEMENT OF TIME-LAPSE RESTRICTED STOCK UNITSAward Agreement of Time-Lapse Restricted Stock Units • February 28th, 2017 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • Nevada
This Award Agreement of Time-Lapse Restricted Stock Units (“Award Agreement”) is dated as of , 201 , by and between Southwest Gas Holdings, Inc., a California corporation (the “Company”), and (“Grantee”).
PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • February 28th, 2017 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • Nevada
This Performance Share Award Agreement (“Award Agreement”) is dated as of , 201 , by and between Southwest Gas Holdings, Inc., a California corporation (the “Company”), and (“Grantee”).
August 3, 2022 Icahn Capital LP 16690 Collins Avenue, PH-1 Sunny Isles Beach, FL 33160 Attention: Jesse Lynn Chief Operating Officer E-mail: jlynn@sfire.comCooperation Agreement • August 8th, 2022 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution
Reference is made to that certain Cooperation Agreement, entered into as of May 6, 2022 (as it may be amended and modified from time to time, the “Agreement”), by and among the persons and entities listed on Schedule A to the Agreement and Southwest Gas Holdings, Inc. (the “Company”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement.
AGREEMENT AND PLAN OF MERGER by and among DRUM PARENT, INC., a Delaware corporation, ELECTRIC T&D HOLDINGS LLC, a Delaware limited liability company, CENTURI GROUP, INC., a Nevada corporation, ETDH MERGER SUB, INC., a Delaware corporation, and THE...Merger Agreement • June 29th, 2021 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into on June 28, 2021, by and among Drum Parent, Inc., a Delaware corporation (the “Company”), Electric T&D Holdings LLC, a Delaware limited liability company (“Buyer”), Centuri Group, Inc., a Nevada corporation (“Parent”), ETDH Merger Sub, Inc., a Delaware corporation (“Merger Sub” and, together with the Company, the “Constituent Corporations”), and OCM Drum Investors, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Stockholders and Optionholders as set forth in this Agreement (in such capacity, the “Representative” and, together with the Company, Parent, Buyer, and Merger Sub, each individually a “Party” and collectively the “Parties”).
TAX-FREE SPIN PROTECTION PLAN by and between Southwest Gas Holdings, Inc. and Equiniti Trust Company, LLC as Rights Agent Dated as of November 5, 2023Tax-Free Spin Protection Plan • November 6th, 2023 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • Delaware
This Tax-Free Spin Protection Plan, dated as of November 5, 2023 (this “Plan”), is entered into by and between Southwest Gas Holdings, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, as Rights Agent (the “Rights Agent”). All capitalized terms used in this Plan shall have the meanings ascribed to such terms in Section 1 or as otherwise defined elsewhere in this Plan.
