EXHIBIT 10.1 FORM OF EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") entered into as of the 1st day of July, 1998 between SOUTHWEST GAS CORPORATION, a California corporation (the "COMPANY"), and ____________________ (the "EMPLOYEE")....Employment Agreement • November 16th, 1998 • Southwest Gas Corp • Natural gas transmisison & distribution • Nevada
EXHIBIT 1.01 (a) SOUTHWEST GAS CORPORATION 7.625% SENIOR UNSECURED NOTES DUE 2012 UNDERWRITING AGREEMENTUnderwriting Agreement • May 6th, 2002 • Southwest Gas Corp • Natural gas transmisison & distribution • New York
and HARRIS TRUST COMPANY OF CALIFORNIA, Rights AgentRights Agreement • March 30th, 1999 • Southwest Gas Corp • Natural gas transmisison & distribution • California
1 EXHIBIT 4.01 ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ PREFERRED SECURITIES GUARANTEE AGREEMENT SOUTHWEST GAS CAPITAL I Dated as of...Guarantee Agreement • November 9th, 1995 • Southwest Gas Corp • Natural gas transmisison & distribution • New York
EXHIBIT 2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1 ("Amendment No. 1"), dated as of April 25, 1999, to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 14, 1998, by and among ONEOK, Inc., an...Agreement and Plan of Merger • April 28th, 1999 • Southwest Gas Corp • Natural gas transmisison & distribution • Oklahoma
EXHIBIT 1.01 2,500,000 Shares Southwest Gas Corporation Common Stock PURCHASE AGREEMENT ------------------Southwest Gas Corp • August 7th, 1998 • Natural gas transmisison & distribution • New York
Exhibit 4.3 SOUTHWEST GAS CORPORATION 1996 STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT dated as of the ______ day of ___________, ________ between Southwest Gas Corporation, a California corporation (the "Corporation"), and...Incentive Stock Option Agreement • July 14th, 1997 • Southwest Gas Corp • Natural gas transmisison & distribution
Exhibit 4.2 SOUTHWEST GAS CORPORATION 1996 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT dated as of the ________ day of _________ _____, between Southwest Gas Corporation, a California corporation (the "Corporation"), and...Nonqualified Stock Option Agreement • July 14th, 1997 • Southwest Gas Corp • Natural gas transmisison & distribution
EXHIBIT 10.2 FORM OF CHANGE IN CONTROL AGREEMENT THIS AGREEMENT (this "AGREEMENT") entered into as of the 1st day of July, 1998 between SOUTHWEST GAS CORPORATION, a California corporation (the "COMPANY"), and ___________________ (the "EMPLOYEE"). 1....Change in Control Agreement • November 16th, 1998 • Southwest Gas Corp • Natural gas transmisison & distribution • Nevada
AMONGMerger Agreement • March 29th, 1996 • Southwest Gas Corp • Natural gas transmisison & distribution • Nevada
1 EXHIBIT 1.01(a) SOUTHWEST GAS CORPORATION % NOTES DUE 2011 UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2001 • Southwest Gas Corp • Natural gas transmisison & distribution
EXHIBIT 1.01 $150,000,000Southwest Gas Corp • December 31st, 1996 • Natural gas transmisison & distribution
EXHIBIT 10 [Conformed Copy] ---------------- REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 14th, 1997 • Southwest Gas Corp • Natural gas transmisison & distribution • New York
MULTI-YEAR REVOLVING CREDIT AGREEMENTCredit Agreement • November 12th, 2002 • Southwest Gas Corp • Natural gas transmisison & distribution
PRICING AGREEMENT Banc of America Securities LLC BNY Capital Markets, Inc. As Representatives of the Underwriters named in Schedule I hereto c/o Banc of America Securities LLC Bank of America Corporate Center 100 North Tryon Street Charlotte, North...Pricing Agreement • May 6th, 2002 • Southwest Gas Corp • Natural gas transmisison & distribution
SOUTHWEST GAS CORPORATION $300,000,000 5.450% Senior Notes due 2028 UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2023 • Southwest Gas Corp • Natural gas transmisison & distribution • New York
SOUTHWEST GAS CORPORATION TO HARRIS TRUST AND SAVINGS BANK Trustee _______________ INDENTURE Dated as of October 31, 1995 _______________Southwest Gas Corp • November 9th, 1995 • Natural gas transmisison & distribution • New York
ANNEX I PRICING AGREEMENT Goldman, Sachs & Co., Banc of America Securities LLC Banc One Capital Markets, Inc. BNY Capital Markets, Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004Southwest Gas Corp • February 13th, 2001 • Natural gas transmisison & distribution
SOUTHWEST GAS CORPORATION, a California corporation andRights Agreement • March 14th, 1996 • Southwest Gas Corp • Natural gas transmisison & distribution • California
2 3 compensation plan, pension or profit sharing plans, stock purchase plan or executive retirement plan maintained by the Company for its employees in accordance with the terms and conditions thereof; (ii) any annuity or group insurance benefit plan,...Form of Employment Agreement • March 28th, 1997 • Southwest Gas Corp • Natural gas transmisison & distribution • Nevada
Basic Rent - paragraph 4 & Schedule B Business Day - paragraph 11 Event of default - paragraph 18(a) Exercise Date - paragraph 13 Existing Lease - preliminary statement paragraph A Extended Term - paragraph 3 & Schedule B Improvements - paragraph 1...Lease and Agreement • November 13th, 1996 • Southwest Gas Corp • Natural gas transmisison & distribution • Nevada
CREDIT AGREEMENT dated as of June 4, 2012, by and among NPL CONSTRUCTION CO., as Borrower, the Lenders referred to herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender WELLS FARGO...Credit Agreement • August 8th, 2012 • Southwest Gas Corp • Natural gas transmisison & distribution • New York
CREDIT AGREEMENT, dated as of June 4, 2012, by and among NPL CONSTRUCTION CO., a Nevada corporation, as Borrower, 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.
SOUTHWEST GAS CORPORATION $300,000,000 3.70% Senior Notes due 2028 UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2018 • Southwest Gas Corp • Natural gas transmisison & distribution • New York
Southwest Gas Corporation, a California corporation (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) acting severally and not jointly, the respective amounts set forth in such Schedule 1 of $300,000,000 aggregate principal amount of its 3.70% Senior Notes due 2028 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of March 15, 2018 (the “Base Indenture”), and a supplemental indenture to be dated as of March 15, 2018 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). This is to confirm the agreement concerning the purchase of the Securities from the Company by the Underwriters.
SOUTHWEST GAS CORPORATION, as Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of March 23, 2023 5.450% SENIOR NOTES DUE 2028Indenture • March 23rd, 2023 • Southwest Gas Corp • Natural gas transmisison & distribution • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of March 23, 2023, between Southwest Gas Corporation, a California corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 8th, 2023 • Southwest Gas Corp • Natural gas transmisison & distribution • California
This Indemnification Agreement (this “Agreement”) is made as of the ____ day of _________, 2023 by and between Southwest Gas Corporation, a California corporation, (the “Company”) and ______________ (the “Indemnitee”), a director or officer of the Company.
EXHIBIT 10.16 FINANCING AGREEMENT Dated as of October 1, 1999 By and Between CLARK COUNTY, NEVADAFinancing Agreement • March 29th, 2000 • Southwest Gas Corp • Natural gas transmisison & distribution • Nevada
FIRST AMENDMENT TO CREDIT AGREEMENT Dated as of November 30, 2018Credit Agreement • February 28th, 2019 • Southwest Gas Corp • Natural gas transmisison & distribution • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is by and among CENTURI CONSTRUCTION GROUP, INC., a Nevada corporation (the “Company”), NPL CONSTRUCTION CO., a Nevada corporation, MERITUS GROUP, INC., a Nevada corporation and VISTUS CONSTRUCTION GROUP LLC, a Nevada limited liability company, as US Borrowers, LYNXUS CONSTRUCTION GROUP INC., a corporation organized under the laws of the Province of Ontario, Canada, as Canadian Borrower, 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”).
SOUTHWEST GAS CORPORATION $450,000,000 2.200% Senior Notes due 2030 UNDERWRITING AGREEMENTUnderwriting Agreement • June 4th, 2020 • Southwest Gas Corp • Natural gas transmisison & distribution • New York
Southwest Gas Corporation, a California corporation (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”), acting severally and not jointly, the respective amounts set forth in such Schedule 1 of $450,000,000 aggregate principal amount of its 2.200% Senior Notes due 2030 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 4, 2020 (the “Base Indenture”), and a supplemental indenture to be dated as of June 4, 2020 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). This is to confirm the agreement concerning the purchase of the Securities from the Company by the Underwriters.
EXHIBIT 10.1 AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2000 • Southwest Gas Corp • Natural gas transmisison & distribution
SOUTHWEST GAS CORPORATION AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of December 7, 2010 DEBT SECURITIESIndenture • December 7th, 2010 • Southwest Gas Corp • Natural gas transmisison & distribution
TABLE OF CONTENTS ARTICLE I THE MERGERS Page Section 1.1 The Mergers. . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.2 Effective Time of the Mergers. . . . . . . . . . . . . . . 2 Section 1.3 Closing. . . . . . . . . . . . . . . . . . . . ....Agreement and Plan of Merger • December 17th, 1998 • Southwest Gas Corp • Natural gas transmisison & distribution • Oklahoma
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 28th, 2023 • Southwest Gas Corp • Natural gas transmisison & distribution • Nevada
THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into and effective as of the 18th day of May, 2022 (the “Effective Date”), among SOUTHWEST GAS CORPORATION, a California corporation (“Southwest”), SOUTHWEST GAS HOLDINGS, INC., a Delaware corporation (“Holdings” and together with Southwest and its successors, the “Company”), and Karen S. Haller (the “Executive”).
FINANCING AGREEMENT Dated as of December 1, 2009 By and Between CLARK COUNTY, NEVADA and SOUTHWEST GAS CORPORATION relating to CLARK COUNTY, NEVADA INDUSTRIAL DEVELOPMENT REVENUE BONDS (SOUTHWEST GAS CORPORATION PROJECT) SERIES 2009AFinancing Agreement • February 26th, 2010 • Southwest Gas Corp • Natural gas transmisison & distribution
THIS FINANCING AGREEMENT made and entered into as of December 1, 2009 (this “Agreement”), by and between CLARK COUNTY, NEVADA, a political subdivision of the State of Nevada, party of the first part (hereinafter sometimes referred to as the “Issuer”), and SOUTHWEST GAS CORPORATION, a California corporation, party of the second part (hereinafter sometimes referred to as the “Borrower”),
SOUTHWEST GAS CORPORATION AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of September [ ], 2016 [ ]% Senior Notes due 2046Indenture • September 26th, 2016 • Southwest Gas Corp • Natural gas transmisison & distribution • New York
SALES AGENCY AGREEMENTSales Agency Agreement • March 10th, 2015 • Southwest Gas Corp • Natural gas transmisison & distribution • New York
This Sales Agency Agreement (this “Agreement”) is dated March 10, 2015, between SOUTHWEST GAS CORPORATION, a California corporation (the “Company”), and BNY MELLON CAPITAL MARKETS, LLC, a registered broker-dealer organized under the laws of Delaware (“BNYMCM”).
