AMENDED AND RESTATED TRUST AGREEMENT FOR SOUTHWEST GAS CAPITAL II among SOUTHWEST GAS CORPORATION (as Sponsor) BNY MIDWEST TRUST COMPANY (as Property Trustee) and THE BANK OF NEW YORK (DELAWARE) (as Delaware Trustee) Dated as of August 25, 2003Trust Agreement • August 25th, 2003 • Southwest Gas Corp • Natural gas transmisison & distribution • Delaware
AMENDED AND RESTATED TRUST AGREEMENT of Southwest Gas Capital II (the “Trust”), dated as of August 25, 2003, among (i) Southwest Gas Corporation, a California corporation (the “Sponsor”), (ii) BNY Midwest Trust company, a trust company organized under the laws of the State of Illinois, as trustee (the “Property Trustee”), (iii) The Bank of New York (Delaware), a state bank chartered under the laws of the State of Delaware, whose address in Delaware is P.O. Box 6973, White Clay Center, Route 273, Newark, Delaware 19714, as Delaware trustee (the “Delaware Trustee”) (the Property Trustee and the Delaware Trustee are referred to collectively as the “Trustees”), and (iv) the several Holders, as hereinafter defined.
Guarantee Agreement between SOUTHWEST GAS CORPORATION (as Guarantor) and BNY MIDWEST TRUST COMPANY (as Guarantee Trustee) Dated as of August 25, 2003.Guarantee Agreement • August 25th, 2003 • Southwest Gas Corp • Natural gas transmisison & distribution • New York
This GUARANTEE AGREEMENT, dated as of August 25, 2003, is executed and delivered by Southwest Gas Corporation, a California corporation (the “Guarantor”), to BNY Midwest Trust Company, a trust company duly organized and existing under the laws of the State of Illinois, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Trust Securities (as defined herein) of Southwest Gas Capital II, a Delaware statutory trust (the “Issuer”).
4,000,000 Preferred Trust Securities SOUTHWEST GAS CAPITAL II 7.70% Preferred Trust Securities (Liquidation Amount $25 per Preferred Trust Security) Fully and Unconditionally Guaranteed, to the Extent Set Forth Herein, by SOUTHWEST GAS CORPORATION...Underwriting Agreement • August 25th, 2003 • Southwest Gas Corp • Natural gas transmisison & distribution • New York
in documents incorporated by reference in the Prospectus specified by the Representative, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement.
SOUTHWEST GAS CORPORATION and BNY MIDWEST TRUST COMPANY, as Trustee INDENTURE Dated as of August 25, 2003 Providing for the Issuance of Deferrable Interest Subordinated Debentures in Series including 7.70% Junior Subordinated Debentures due 2043Indenture • August 25th, 2003 • Southwest Gas Corp • Natural gas transmisison & distribution • New York
INDENTURE, dated as of August 25, 2003, by and between Southwest Gas Corporation, a corporation duly organized and existing under the laws of the State of California (the “Company”), and BNY Midwest Trust Company, a trust company duly organized and existing under the laws of the State of Illinois, as trustee (the “Trustee”).
