Centuri Holdings, Inc. [●] Shares of Common Stock Underwriting AgreementCenturi Holdings, Inc. • March 22nd, 2024 • Natural gas transmisison & distribution • New York
Centuri Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares of Common Stock, par value $0.01 per share (“Common Stock”), of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [●] shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
FORM OF INDEMNIFICATION AGREEMENT for Centuri Holdings, Inc. Directors and OfficersIndemnification Agreement • March 22nd, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution • Delaware
This Indemnification Agreement (this “Agreement”) is made as of the day of , 2024 by and between Centuri Holdings, Inc., a Delaware corporation, (the “Company”) and (the “Indemnitee”), a director or officer of the Company.
FORM OF REGISTRATION RIGHTS AGREEMENT among CENTURI HOLDINGS, INC., AND SOUTHWEST GAS HOLDINGS, INC. DATED , 2024Registration Rights Agreement • March 22nd, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [●], 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution • Nevada
This Employment Agreement (the “Agreement”) is entered into between Centuri Construction Group, Inc. (“Centuri” or “Company”), a Nevada corporation, and James W. Connell, Jr. (“Employee”) on this 20th day of March, 2017 (the “Effective Date”). For purposes of this Agreement, “Employer” shall mean Centuri or any other affiliated entity that is deemed to be the employer of Employee, and “Employer Group” shall mean Centuri and its predecessors, successors, and past, present and future operating companies, divisions, subsidiaries and/or affiliates.
FORM OF SEPARATION AGREEMENT BY AND BETWEEN SOUTHWEST GAS HOLDINGS, INC. AND CENTURI HOLDINGS, INC. DATED AS OF [•], 2024Separation Agreement • April 8th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution • New York
This SEPARATION AGREEMENT, dated as of [•], 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.
FORM OF TAX MATTERS AGREEMENT BY AND AMONG SOUTHWEST GAS HOLDINGS, INC. AND CENTURI HOLDINGS, INC. DATED AS OF [•]Tax Matters Agreement • April 8th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution • New York
This TAX MATTERS AGREEMENT (this “Agreement”) is made as of [•], 202[•] 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”).
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...Centuri Holdings, Inc. • March 22nd, 2024 • Natural gas transmisison & distribution
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.
AWARD AGREEMENT FOR TIME-LAPSE RESTRICTED STOCK UNITS UNDER THE CENTURI HOLDINGS, INC. OMNIBUS INCENTIVE PLANAward Agreement • April 19th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution
This Award Agreement for Time-Lapse Restricted Stock Units, together with Appendix A (this “Award Agreement”) is dated as of April 19, 2024, by and between Centuri Holdings, Inc., a Delaware corporation (the “Company”), and William J. Fehrman (the “Participant”), pursuant to the Centuri Holdings, Inc. Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this Award Agreement, including Appendix A of 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 • March 22nd, 2024 • Centuri 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”).
AMENDED AND RESTATED COOPERATION AGREEMENTCooperation Agreement • March 22nd, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution
This Amended and Restated Cooperation Agreement, dated as of November 21, 2023 (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”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 4, 2022Credit Agreement • March 22nd, 2024 • Centuri 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.
Execution Version SEPARATION AGREEMENT BY AND BETWEEN SOUTHWEST GAS HOLDINGS, INC. AND CENTURI HOLDINGS, INC. DATED AS OF APRIL 11, 2024Separation Agreement • May 8th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution • New York
AWARD AGREEMENT FOR TIME-LAPSE RESTRICTED STOCK UNITS UNDER THE CENTURI HOLDINGS, INC. OMNIBUS INCENTIVE PLANAward Agreement • April 8th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution
This Award Agreement for Time-Lapse Restricted Stock Units, together with Appendix A and Appendix B (this “Award Agreement”) is dated as of [•], by and between Centuri Holdings, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), pursuant to the Centuri Holdings, Inc. Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this Award Agreement, including Appendix A of this Award Agreement, shall have the meaning set forth in the Plan, and the Plan is incorporated by reference into this Award Agreement.
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 22, 2024Credit Agreement • March 22nd, 2024 • Centuri 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”).
Execution Version TAX MATTERS AGREEMENT BY AND BETWEEN SOUTHWEST GAS HOLDINGS, INC. AND CENTURI HOLDINGS, INC. DATED AS OF APRIL 11, 2024Tax Matters Agreement • May 8th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution • New York
PERFORMANCE STOCK UNIT AWARD AGREEMENT UNDER THE CENTURI HOLDINGS, INC. OMNIBUS INCENTIVE PLANPerformance Stock Unit Award Agreement • April 8th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution
This Performance Stock Unit Award Agreement, together with Appendix A and Appendix B (this “Award Agreement”) is dated as of [●], by and between Centuri Holdings, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”), pursuant to the Centuri Holdings, Inc. Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this Award Agreement, including Appendix A of this Award Agreement, shall have the meaning set forth in the Plan, and the Plan is incorporated by reference into this Award Agreement.
Execution Version REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN CENTURI HOLDINGS, INC., AND SOUTHWEST GAS HOLDINGS, INC. DATED APRIL 11, 2024Version Registration Rights Agreement by And • May 8th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution • Delaware
CENTURI GROUP AWARD AGREEMENT UNDER THE CENTURI GROUP, INC. EXECUTIVE DEFERRED COMPENSATION PLAN AND THE CENTURI GROUP, INC. LONG-TERM INCENTIVE PLANAward Agreement • March 22nd, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution
This Award Agreement (“Award Agreement”) is dated as of August 4, 2022, by and between Centuri Group, Inc., (the “Company” or “Centuri”), Southwest Gas Holdings, Inc. (“SWX”), and Gregory Izenstark (“Grantee”), pursuant to the Company’s Executive Deferred Compensation Plan (“EDCP”) and the Centuri Long-Term Incentive Plan (“LTIP”) (collectively, the “Plans” and individually a “Plan”). Capitalized terms that are used, but not defined, in this Award Agreement shall have the meaning set forth in the Plans, and the Plans are incorporated by reference into this Award Agreement.
CENTURI HOLDINGS, INC. COMMON STOCK PURCHASE AGREEMENT April 5, 2024Common Stock Purchase Agreement • April 8th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution • New York
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 5, 2024, by and among Centuri Holdings, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A attached hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made as of the 17th day of April, 2024 by and between Centuri Holdings, Inc., a Delaware corporation, (the “Company”) and ________ (the “Indemnitee”), a director or...Form of Indemnification Agreement • May 8th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution
FORM OF CENTURI GROUP INC.Term Incentive Cash Award Agreement • March 22nd, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution
This 2024 Long-Term Incentive Cash Award Agreement, together with Appendix A and Appendix B (collectively, this “Award Agreement”) is dated as of , 2024, by and between Centuri Group, Inc., (the “Company” or “Centuri”) and (the “Grantee”).
CENTURI GROUPLong-Term Incentive Cash Award Agreement • March 22nd, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution
This Long-Term Incentive Cash Award Agreement (“Award Agreement”) is dated as of May 1, 2023, by and between Centuri Group, Inc., (the “Company” or “Centuri”), Southwest Gas Holdings, Inc. (“SWX”), and Gregory Izenstark (“Grantee”).
AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNITS UNDER THE CENTURI HOLDINGS, INC. OMNIBUS INCENTIVE PLANAward Agreement • April 8th, 2024 • Centuri Holdings, Inc. • Natural gas transmisison & distribution
This Award Agreement for Non-Employee Director Restricted Stock Units (this “Award Agreement”) is dated as of [•], by and between Centuri Holdings, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), pursuant to the Centuri Holdings, Inc. 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.
