RECEIVABLES PURCHASE AGREEMENT Dated as of September 20, 2024 by and among CENTURI SPECIAL PURPOSE ENTITY, LLC, as Seller, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchasers, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, CENTURI...Receivables Purchase Agreement • September 25th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution • New York
This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of September 20, 2024 by and among the following parties:
SALE AND CONTRIBUTION AGREEMENT Dated as of September 20, 2024 among EACH OF THE PERSONS FROM TIME TO TIME PARTY HERETO, as Originators, CENTURI GROUP, INC. as Servicer, and CENTURI SPECIAL PURPOSE ENTITY, LLC, as BuyerSale and Contribution Agreement • September 25th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution • New York
This SALE AND CONTRIBUTION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 20, 2024 is entered into among the PERSONS LISTED AS ORIGINATORS ON SCHEDULE I HERETO and each Person that becomes a party hereto as an Originator from time to time pursuant to Section 4.2 hereof (collectively, the “Originators” and each, an “Originator”), CENTURI GROUP, INC., a Nevada corporation (“Centuri Group”), as Servicer (the “Servicer”), and Centuri Special Purpose Entity, LLC, a Delaware limited liability company (the “Buyer”).
PERFORMANCE GUARANTYPerformance Guaranty • September 25th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution • New York
This PERFORMANCE GUARANTY (as amended, supplemented or otherwise modified from time to time, this “Performance Guaranty”), dated as of September 20, 2024, is made by CENTURI GROUP, INC., a Nevada corporation (the “Performance Guarantor”), in favor of PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent under the Receivables Purchase Agreement defined below (in such capacity, the “Administrative Agent”), for the benefit of itself and the other Secured Parties under the Receivables Purchase Agreement defined below. Capitalized terms used, but not otherwise defined herein, shall have the respective meanings assigned thereto in, or by reference in, the Receivables Purchase Agreement defined below or if not defined therein, the respective meanings assigned thereto in the Transfer Agreement (as defined in the Receivables Purchase Agreement) and the other interpretive matters under Section 1.02 of the Receivables Purchase Agreement defined below shall apply, mutatis mutandis, to th
