Southwest Gas Holdings, Inc. Sample Contracts

SOUTHWEST GAS HOLDINGS, INC. 5,500,000 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT
Southwest Gas Holdings, Inc. • March 31st, 2022 • Natural gas transmisison & distribution • New York
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SOUTHWEST GAS HOLDINGS, INC. and EQUINITI TRUST COMPANY, as Rights Agent RIGHTS AGREEMENT Dated as of October 10, 2021
Rights 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.

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SOUTHWEST GAS HOLDINGS, INC. 3,576,180 SHARES OF COMMON STOCK UNDERWRITING AGREEMENT
Southwest Gas Holdings, Inc. • March 10th, 2023 • 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.

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AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • January 3rd, 2022 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • New York
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SALES AGENCY AGREEMENT
Sales 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”).

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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 Buyer
Purchase 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”).

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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...
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.

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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.

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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...
Southwest Gas Holdings, Inc. • August 30th, 2021 • 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.

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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
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AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
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).

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THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 13, 2023
Credit 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”).

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AGREEMENT AND PLAN OF MERGER OF SOUTHWEST GAS HOLDINGS, INC. (a California corporation) AND SOUTHWEST GAS HOLDINGS, INC. (a Delaware corporation)
Agreement and Plan of Merger • 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.”

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December 13, 2023 Via Email and UPS Overnight Paul M. Daily
Southwest Gas Holdings, Inc. • December 15th, 2023 • 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

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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...
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.

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AMENDED AND RESTATED COOPERATION AGREEMENT
Cooperation Agreement • November 27th, 2023 • Southwest Gas 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”).

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SALES AGENCY AGREEMENT
Sales 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”).

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AMENDMENT NO. 1 dated as of September 26, 2022 (this “Agreement”), to the 364-Day Term Loan Credit Agreement dated as of November 1, 2021 (the “Existing Credit Agreement”), among SOUTHWEST GAS HOLDINGS, INC., a Delaware corporation (the “Borrower”),...
Credit Agreement • September 29th, 2022 • 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 (i) 25 basis points per annum on the 90th day after the Closing Date, byJune 30, 2023 and (ii) 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 DateSeptember 30, 2023.

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FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 22, 2024
Credit 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”).

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PLAN OF REORGANIZATION
Plan 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”).

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AWARD AGREEMENT OF TIME-LAPSE RESTRICTED STOCK UNITS
Award Agreement • 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”).

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PERFORMANCE SHARE AWARD AGREEMENT
Performance 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”).

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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.com
Southwest Gas Holdings, Inc. • August 8th, 2022 • 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.

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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...
Agreement and Plan of Merger • 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”).

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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, 2023
Southwest Gas Holdings, Inc. • November 6th, 2023 • 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.

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