EX-4.02



 Exhibit 4.02 
  

 
  

SOUTHWEST GAS CORPORATION 

$125,000,000 
 6.10%
Senior Notes due 2041 
  
  

AMENDMENT NO. 2 
 to

 NOTE PURCHASE AGREEMENT 
  

 
 Dated
September 30, 2016 
  
  

 







 TABLE OF CONTENTS 

 

									
	 	  	 	  	Page	 
			
	 SECTION 1.
	  	 AMENDMENTS
	  	 	2	  
			
	 SECTION 2.
	  	 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
	  	 	4	  
			
	 SECTION 3.
	  	 CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT NO. 2
	  	 	5	  
			
	 SECTION 4.
	  	 MISCELLANEOUS
	  	 	6	  

  

					
	ATTACHMENT A	 	—	 	Amended Schedule 5.4 to Note Purchase Agreement – Subsidiaries of the Company, Ownership of Subsidiary Stock and Similar Equity Interests, and Directors and Senior Officers
			
	ATTACHMENT B	 	—	 	Amended Schedule 5.15 to Note Purchase Agreement – Existing Indebtedness
			
	ATTACHMENT C	 	—	 	Schedule 9.5 to Note Purchase Agreement – Reorganization Transaction Steps – Selected Entities


  
 -i- 








 AMENDMENT NO. 2 

to 
 NOTE PURCHASE
AGREEMENT 
 This Amendment No. 2, dated September 30, 2016 (this “Amendment No. 2”), to the Note Purchase Agreement
(as defined below), is by and among SOUTHWEST GAS CORPORATION, a California corporation (the “Company”), and the holders of the Notes (as defined below) (the “Noteholders”). 

RECITALS: 
 A. The Company
and each of the Noteholders have heretofore entered into that certain Note Purchase Agreement, dated November 18, 2010, as amended by that certain Amendment No. 1, dated as of March 28, 2014 (as so amended, the “Note Purchase
Agreement”), providing for the Company to issue $125,000,000 aggregate principal amount of its 6.10% Senior Notes due 2041 (the “Notes”). The Company has heretofore issued to the Noteholders
$125,000,000 aggregate principal amount of the Notes. 
 B. The Company and the Noteholders now desire to amend the Note Purchase Agreement
in the respects, but only in the respects, hereinafter set forth.
 C. Capitalized terms used herein shall have the respective meanings
ascribed thereto in the Note Purchase Agreement unless herein defined or the context shall otherwise require. 
 D. All requirements of law
have been fully complied with and all other acts and things necessary to make this Amendment No. 2 a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed. 

NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Amendment No. 2
set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows: 







 SECTION 1. AMENDMENTS. 

1.1 Section 5.15(a) of the Note Purchase Agreement shall be and is hereby amended by replacing “September 30, 2010” with
“June 30, 2016”, so that such section, as so amended, shall read in its entirety as follows: 
 (a) Except as
described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of June 30, 2016 (including a description of the obligors and obligees, principal amount
outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or
its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition
exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated
maturity or before its regularly scheduled dates of payment. 
 1.2 Section 9.5 of the Note Purchase Agreement shall be and is hereby
amended by (i) adding “or organizational” between “corporate” and “existence” in three places and (ii) adding at the end of the first sentence thereof the phrase “, provided that to complete the
Reorganization, the Company may convert from a California corporation to a California limited liability company and then back to a California corporation”, so that such section, as so amended, shall read in its entirety as follows: 

Section 9.5. Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and
keep in full force and effect its corporate or organizational existence, provided that to complete the Reorganization, the Company may convert from a California corporation to a California limited liability company and then back to a
California corporation. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate or organizational existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned
Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate or organizational existence,
right or franchise could not, individually or in the aggregate, have a Material Adverse Effect. 
 1.3 Section 10.4 of the Note Purchase
Agreement shall be and is hereby amended by (i) adding “(i)” between the words “except” and “pursuant” and (ii) adding at the end thereof the phrase “or (ii) as described in the definition of
“Reorganization””, so that so that such section, as so amended, shall read in its entirety as follows: 

Section 10.4. Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter
into directly or indirectly any transaction or group of 

  
 -2- 








 
related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or
another Subsidiary), except (i) pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a
comparable arm’s-length transaction with a Person not an Affiliate or (ii) as described in the definition of “Reorganization”. 

1.4 The definition of “Change in Control” in Schedule B of the Note Purchase Agreement shall be and is hereby amended to read
in its entirety as follows: 
 “Change in Control” means the occurrence of any of the following conditions:
(a) from and after the completion of the Reorganization, the Holding Company shall fail to own all of the issued and outstanding capital stock of the Intermediate Holding Company, (b) from and after the completion of the Reorganization, the
Intermediate Holding Company shall fail to own all of the issued and outstanding capital stock of the Company, (c) (i) prior to the completion of the Reorganization, any Person or group of associated Persons acting in concert shall have acquired an
aggregate of more than 50% of the outstanding shares of voting stock of the Company (other than any transactions necessary for completion of the Reorganization), and (ii) from and after the completion of the Reorganization, any Person or group
of associated Persons acting in concert shall have acquired an aggregate of more than 50% of the outstanding shares of voting stock of the Holding Company, or (d) individuals who constitute the board of directors of the Company on the Amendment No.
2 Effective Date or the Holding Company or the Intermediate Holding Company on the date of the completion of the Reorganization (each, an “Incumbent Board”) cease for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to the Amendment No. 2 Effective Date, in the case of the Company, or the date of the completion of the Reorganization, in the case of the Holding Company and the Intermediate
Holding Company, whose election, or nomination for election by the Company’s, the Holding Company’s or the Intermediate Holding Company’s shareholders, as the case may be, was approved by a vote of a majority of the directors
comprising the applicable Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company, the Holding Company or the Intermediate Holding Company, as the case may be, in which such person is named as a nominee for
director, without objection to such nomination) shall be, for purposes of this clause (d), considered as though such person were a member of such Incumbent Board. 

  
 -3- 








 1.5 The Note Purchase Agreement shall be and is hereby amended by adding the following new
definitions in alphabetical order to Schedule B to the Note Purchase Agreement: 
 “Amendment No. 2 Effective
Date” means September 30, 2016. 
 “Holding Company” means Holdco (as defined in the definition of
“Reorganization”). 
 “Intermediate Holding Company” means Intermediate Holdco (as defined in the
definition of “Reorganization”). 
 “Reorganization” has the meaning assigned to such term in the
Form 8-K filed by the Company with the SEC on October 13, 2015. To effect the Reorganization, the Company will form a new direct, wholly owned subsidiary (“Holdco”), which in turn will form a new direct, wholly owned subsidiary
(“Merger Sub”). Both Holdco and Merger Sub will be California corporations. The Reorganization would be effected (i) through the merger of the Company and Merger Sub whereby the Company would be the surviving corporation (the
“Surviving Company”) and a subsidiary of Holdco, (ii) the Surviving Company converting from a California corporation into a California limited liability company to be called SWG LLC, (iii) SWG LLC distributing to Holdco all issued
and outstanding capital stock of its subsidiary, Carson Water Company, (iv) Holdco contributing all of the membership interests of SWG LLC to its subsidiary, an intermediate holding company, a California corporation (“Intermediate
Holdco”), and (v) SWG LLC converting from a California limited liability company back into a California corporation to be called Southwest Gas Corporation, all as further described and depicted in Schedule 9.5. 

1.6 Schedule 5.4 to the Note Purchase Agreement shall be and is hereby amended to read in its entirety as set forth in
Attachment A to this Amendment No. 2. 
 1.7 Schedule 5.15 to the Note Purchase Agreement shall be and is hereby amended
to read in its entirety as set forth in Attachment B to this Amendment No. 2. 
 1.8 The Note Purchase Agreement shall be and is
hereby amended by adding a new Schedule 9.5 in the form attached to this Amendment No. 2 as Attachment C. 
 SECTION 2.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
 2.1 To induce the Noteholders to execute and deliver this Amendment No. 2 (which
representations shall survive the execution and delivery of this Amendment No. 2), the Company represents and warrants to the Noteholders that: 

(a) This Amendment No. 2 has been duly authorized by all necessary corporate action on the part of the Company, and this
Amendment No. 2 constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable 

  
 -4- 








 
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law). 
 (b) The Note Purchase Agreement, as amended by
this Amendment No. 2, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 

(c) The execution, delivery and performance by the Company of this Amendment No. 2 will not (i) contravene, result in any
breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter
or by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of
any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or
regulation of any Governmental Authority applicable to the Company or any Subsidiary. 
 (d) No consent, approval or
authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Amendment No. 2. 

(e) As of the date hereof and after giving effect to this Amendment No. 2, no Default or Event of Default has occurred which is
continuing. 
 (f) All the representations and warranties made by the Company in the Note Purchase Agreement (assuming the
effectiveness of this Amendment No. 2) are true and correct in all material respects, except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the
text thereof, with the same force and effect as if made by the Company on and as of the date hereof, except to the extent that any such representations and warranties expressly relate by their terms to a prior date, in which case, such
representations and warranties shall be true and correct in all material respects as of such prior date. 
 SECTION 3. CONDITIONS TO EFFECTIVENESS OF
THIS AMENDMENT NO. 2.
 3.1 This Amendment No. 2 shall not become effective until, and shall become effective when, each and every one of
the following conditions shall have been satisfied: 

  
 -5- 








 (a) Executed counterparts of this Amendment No. 2, duly executed by the Company
and the Noteholders, shall have been delivered to the Noteholders. 
 (b) The representations and warranties of the Company
set forth in Section 2.1 hereof are true and correct in all material respects. 
 (c) The Noteholders shall have received
such other documents, instruments, and/or agreements as they shall have reasonably requested. 
 (d) The Company shall have
paid the reasonable fees and expenses of Day Pitney LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Amendment No. 2. 

SECTION 4. MISCELLANEOUS.
 4.1 This
Amendment No. 2 shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this Amendment No. 2, all terms, conditions and covenants contained in the Note Purchase Agreement and
the Notes are hereby ratified and shall be and remain in full force and effect. 
 4.2 Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this Amendment No. 2 may refer to the Note Purchase Agreement without making specific reference to this Amendment No. 2 but nevertheless all such references shall include this
Amendment No. 2 unless the context otherwise requires. 
 4.3 The descriptive headings of the various Sections or parts of this Amendment
No. 2 are for convenience only and shall not affect the meaning or construction of any of the provisions hereof. 
 4.4 This Amendment No. 2
shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice of law principles of the law of such State that would permit the application of the laws of a
jurisdiction other than such State. 
 4.5 This Amendment No. 2 may be executed in any number of counterparts, each of which shall be an
original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of an executed
counterpart of a signature page of this Amendment No. 2 by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment No. 2. 

[Remainder of page intentionally left blank; signature pages follow] 

  
 -6- 








 IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of the date first written
above. 
  

			
	SOUTHWEST GAS CORPORATION
		
	By:	 	 /s/ Kenneth J. Kenny

	Name:	 	Kenneth J. Kenny
	Title:	 	Vice President/Finance/Treasurer



  
 -S-1- 

Signature Page to Amendment No. 2 to 

Note Purchase Agreement 









					
	ACCEPTED AND AGREED TO:
	
	 METROPOLITAN LIFE INSURANCE COMPANY

as Noteholder

	
	 METLIFE INSURANCE COMPANY USA (formerly known as MetLife Insurance Company of Connecticut)

as Noteholder

	By:	 	Metropolitan Life Insurance Company, its Investment Manager
		
	By:	 	 /s/ John Wills

		 	Name:	 	John Wills
		 	Title:	 	Managing Director

  

					
	ACCEPTED AND AGREED TO:
	
	 UNION FIDELITY LIFE INSURANCE COMPANY

as Noteholder

	By:	 	MetLife Investment Advisors Company LLC, its Investment Manager
		
	By:	 	 /s/ John Wills

		 	Name:	 	John Wills
		 	Title:	 	Managing Director


  
 -S-2- 

Signature Page to Amendment No. 2 to 

Note Purchase Agreement 









					
	ACCEPTED AND AGREED TO:
	
	 JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

as Noteholder

		
	By:	 	 /s/ Recep C. Kendircioglu

		 	Name:	 	Recep C. Kendircioglu
		 	Title:	 	Senior Managing Director
	
	ACCEPTED AND AGREED TO:
	
	 JOHN HANCOCK LIFE & HEALTH INSURANCE COMPANY

as Noteholder

		
	By:	 	 /s/ Recep C. Kendircioglu

		 	Name:	 	Recep C. Kendircioglu
		 	Title:	 	Senior Managing Director


  
 -S-3- 

Signature Page to Amendment No. 2 to 

Note Purchase Agreement 








 ATTACHMENT A 

to AMENDMENT NO. 2 

SCHEDULE 5.4 

SUBSIDIARIES OF THE COMPANY, OWNERSHIP OF SUBSIDIARY STOCK 

AND SIMILAR EQUITY INTERESTS, AND DIRECTORS AND SENIOR OFFICERS 

(i) SUBSIDIARIES 
  

					
	 Name of Subsidiary
	  	 Jurisdiction of

Organization
	  	 Equity Ownership

(100% unless otherwise indicated)

	Paiute Pipeline Company	  	Nevada	  	Southwest Gas Corporation - Common Stock
	NPL Construction Co.	  	Nevada	  	Vistus Construction Group, Inc. - Common Stock
	Southwest Administrators, Inc.	  	Nevada	  	NPL Construction Co. - Common Stock
	IntelliChoice Energy LLC	  	Delaware	  	NPL Construction Co. - Membership Interest (65%)
	IntelliChoice Energy of California LLC	  	Delaware	  	IntelliChoice Energy LLC - Membership Interest
	Southwest Gas Transmission Company	  	Arizona	  	 Limited Partnership between Southwest Gas

Corporation (99% - Limited Partner) and Utility

Financial Corp. (1% - General Partner)

	Southwest Gas Capital III	  	Delaware	  	Southwest Gas Corporation (Depositor) - No
outstanding Trust Securities
	Southwest Gas Capital IV	  	Delaware	  	Southwest Gas Corporation (Depositor) - No
outstanding Trust Securities
	Utility Financial Corp.	  	Nevada	  	Southwest Gas Corporation - Common Stock
	The Southwest Companies	  	Nevada	  	Southwest Gas Corporation - Common Stock
	Carson Water Company	  	Nevada	  	Southwest Gas Corporation - Common Stock
	Centuri Construction Group, Inc.	  	Nevada	  	Carson Water Company - Common Stock (96.6%)
	Vistus Construction Group, Inc.	  	Nevada	  	Centuri Construction Group, Inc. - Common Stock
	Brigadier Pipelines, Inc.	  	Nevada	  	Vistus Construction Group, Inc. - Common Stock
	Canyon Pipeline Construction, Inc.	  	Nevada	  	Vistus Construction Group, Inc. - Common stock
	Lynxus Construction Group Inc.	  	Ontario, Canada	  	Centuri Construction Group, Inc. - Common Stock
	NPL Canada LTD.	  	Ontario, Canada	  	Lynxus Construction Group Inc. - Common Stock
	2018429 Ontario LTD.	  	Ontario, Canada	  	Lynxus Construction Group Inc. - Common Stock
	W.S. Nicholls Construction Inc.	  	Ontario, Canada	  	Ontario LTD. - Common Stock
	W.S. Nicholls Industries Inc.	  	Ontario, Canada	  	Ontario LTD. - Common Stock

 (ii) AFFILIATES (other than Subsidiaries) 

None 

  
 -Schedule 5.4-1- 








 (iii) BOARD OF DIRECTORS OF SOUTHWEST GAS CORPORATION 

Robert L. Boughner 
 José A. Cárdenas 

Thomas E. Chestnut 
 Stephen C. Comer 

LeRoy C. Hanneman, Jr. 
 John P. Hester 

Anne L. Mariucci 
 Michael J. Melarkey 

A. Randall Thoman 
 Thomas A. Thomas 

Terrence L. “Terry” Wright 
 (iv) OFFICERS OF
SOUTHWEST GAS CORPORATION 
  

			
	 President and Chief Executive Officer
	  	John P. Hester
	 Senior Vice President/Chief Financial Officer
	  	Roy R. Centrella
	 Senior Vice President/Operations
	  	Eric DeBonis
	 Senior Vice President/General Counsel and Corporate Secretary
	  	Karen S. Haller
	 Senior Vice President/Staff Operations and Technology
	  	Anita M. Romero
	 Vice President/Human Resources
	  	Sharon W. Braddy-McKoy
	 Vice President/Regulation and Public Affairs
	  	Justin L. Brown
	 Vice President/Energy Solutions
	  	Joe L. Esparza, Jr.
	 Vice President/Central Arizona Division
	  	Luis F. Frisby
	 Vice President/Gas Resources
	  	Randall P. Gabe
	 Vice President/Northern Nevada Division
	  	Bradford T. Harris
	 Vice President/Finance/Treasurer
	  	Kenneth J. Kenny
	 Vice President/Controller/Chief Accounting Officer
	  	Gregory J. Peterson
	 Vice President/Engineering
	  	Jerome T. Schmitz
	 Vice President/Southern Nevada Division
	  	Christopher W. Sohus
	 Vice President/Risk Management and Compliance Officer
	  	Frank J. Stanbrough
	 Vice President/Southern Arizona Division
	  	Julie M. Williams

 (v) SUBSIDIARIES OF THE COMPANY SUBJECT TO LEGAL, REGULATORY, CONTRACTUAL OR OTHER RESTRICTIONS ON PAYMENT OF DIVIDENDS OR
DISTRIBUTIONS 
 Centuri Construction Group, Inc. (“Centuri”) – Centuri and its subsidiaries are not subject to any direct restrictions on
their ability to pay dividends out of profits or make any other similar distributions of profits to the Company; however, certain financial covenants contained in Centuri’s Credit Agreement, dated October 1, 2014, could have the effect of
limiting Centuri’s ability to pay dividends out of profits or make any other similar distributions of profits to the Company. Further, because 3.4% of Centuri’s equity interests are held by third parties, 3.4% of any dividend or
distribution declared by Centuri would be payable to such third parties. 

  
 -Schedule 5.4-2- 








 ATTACHMENT B 

to AMENDMENT NO. 2 

SCHEDULE 5.15 

EXISTING INDEBTEDNESS 

AS OF JUNE 30, 2016 

$ USD 
  

																	
	 Debentures (1)
	  	Obligor	 	  	Obligee	 	  	Principal
Outstanding	 	 	Guaranty
and
Security	 
	 Notes, 4.45%, due 2020
	  	 	Southwest	  	  	 	Cede & Co.	  	  	$	125,000,000	  	 	 	None	  
	 Notes, 6.10%, due 2041
	  	 	Southwest	  	  	 	Cede & Co.	  	  	 	125,000,000	  	 	 	None	  
	 Notes, 3.875%, due 2022
	  	 	Southwest	  	  	 	Cede & Co.	  	  	 	250,000,000	  	 	 	None	  
	 Notes, 4.875%, due 2043
	  	 	Southwest	  	  	 	Cede & Co.	  	  	 	250,000,000	  	 	 	None	  
	 8.0% Series, due 2026
	  	 	Southwest	  	  	 	Cede & Co.	  	  	 	75,000,000	  	 	 	None	  
	 Medium-term notes, 7.59% series, due 2017
	  	 	Southwest	  	  	 	Cede & Co.	  	  	 	25,000,000	  	 	 	None	  
	 Medium-term notes, 7.78% series, due 2022
	  	 	Southwest	  	  	 	Cede & Co.	  	  	 	25,000,000	  	 	 	None	  
	 Medium-term notes, 7.92% series, due 2027
	  	 	Southwest	  	  	 	Cede & Co.	  	  	 	25,000,000	  	 	 	None	  
	 Medium-term notes, 6.76% series, due 2027
	  	 	Southwest	  	  	 	Cede & Co.	  	  	 	7,500,000	  	 	 	None	  
	 Unamortized discount and debt issuance costs
	   
	  				  	 	(5,894,000	) 	 			
			  				  	  
	  
	 	 			
	 Total Debentures
	  				  				  	$	901,606,000	  	 			
		  				  				  	  
	  
	 	 			
					
	 Revolving credit facility, due 2021 (2)
	  	 	Southwest	  	  	 	BNY Mellon	  	  	$	2,500,000	  	 	 	None	  
	 Commercial paper (3)
	  	 	Southwest	  	  	 	N/A	  	  	$	—  	  	 	 	None	  
				
	 Industrial Development Revenue Bonds: 
	   
	  				  				 			
	 Variable-rate bonds:
	  				  				  				 			
	 1993 Series A, due 2028
	  	 	Southwest	  	  	 	Cede & Co.	  	  	$	50,000,000	  	 	 	None	  
	 2003 Series A, due 2038
	  	 	Southwest	  	  	 	Cede & Co.	  	  	 	50,000,000	  	 	 	None	  
	 2008 Series A, due 2038
	  	 	Southwest	  	  	 	Cede & Co.	  	  	 	50,000,000	  	 	 	None	  
	 2009 Series A, due 2039
	  	 	Southwest	  	  	 	Cede & Co.	  	  	 	50,000,000	  	 	 	None	  
	 Fixed-rate bonds:
	  				  				  				 			
	 2005 Series A, 4.875%, due 2035 (4)
	  	 	Southwest	  	  	 	Cede & Co.	  	  	$	100,000,000	  	 	 	None	  
	 2006 Series A, 4.758%, due 2036 (5)
	  	 	Southwest	  	  	 	Cede & Co.	  	  	 	24,855,000	  	 	 	None	  
	 Unamortized discount and debt issuance costs
	   
	  				  	$	(3,584,000	) 	 			
			  				  	  
	  
	 	 			
	 Total Industrial Development Revenue Bonds:
	   
	  				  	$	321,271,000	  	 			
			  				  	  
	  
	 	 			
			
	 Centuri Construction Group Inc. (wholly-owned subsidiary) Debt: 
	   
	  				 			
	 Term loan facility (6)
	  	 
 
 
 	Centuri
Construction
Group, Inc., NPL
Construction Co.	  
  
  
  	  	 
 
 
 
 	Wells Fargo
Bank (6 banks in
lending group,
Wells Fargo is
admin bank)	  
  
  
  
  	  	$	115,769,000	  	 	 	Secured (7)	  


  
 -Schedule 5.15-1- 









															
	 Debentures (1)
	  	Obligor	  	Obligee	 	  	Principal
Outstanding	 	 	Guaranty
and
Security	 
	 Secured revolving credit facility (6)
	  	Centuri Construction
Group, Inc., NPL
Construction Co.	  	 
 
 
 
 	Wells Fargo
Bank (6 banks in
lending group,
Wells Fargo is
admin bank)	  
  
  
  
  	  	$	76,645,000	  	 	 	Secured (7)	  
	 Term loan
	  	NPL Construction Co.	  	 
 	Wells Fargo
Bank	  
  	  	 	3,935,000	  	 	 	Secured (8)	  
	 Term loan
	  	NPL Construction Co.	  	 	Bank of America	  	  	 	7,866,000	  	 	 	Secured (8)	  
	 Term loan
	  	NPL Construction Co.	  	 	Bank of America	  	  	 	8,105,000	  	 	 	Secured (8)	  
	 Term loan
	  	NPL Construction Co.	  	 	UMB	  	  	 	5,783,000	  	 	 	Secured (9)	  
	 Term loan
	  	NPL Canada Ltd.	  	 	Bank of America	  	  	 	4,490,000	  	 	 	Secured (8)	  
	 Term loan
	  	2018429 Ontario Ltd.	  	 	Scotia Bank	  	  	 	7,000	  	 	 	Secured (8)	  
	 Unamortized debt issuance costs
	  				  	$	(604,000	) 	 			
		  				  	  
	  
	 	 			
	 Total Centuri Debt
	  				  	 	251,996,000	  	 			
		  				  	  
	  
	 	 			
				
	 Total Long-Term Debt (includes current maturities)
	  				  	 	1,477,373,000	  	 			
		  				  	  
	  
	 	 			

  

	(1)	The company issued a $300 million, 3.8% Senior Note due 2046 on 9/26/2016. 


	(2)	$300 million revolving credit facility that expires in March of 2021, of which $150 million has been designated as long-term debt and $150 million for working capital purposes. There were no amounts outstanding under
the facility as of 9/30/2016. 


	(3)	$50 million uncommitted F-2 commercial paper program, supported by the revolving credit facility. 


	(4)	Bond was called in-full on 7/28/2016. 


	(5)	Bond was called in-full on 9/2/2016. 


	(6)	Centuri has a $300 million secured revolving credit and term loan facility that is scheduled to expire October 2019. The term loan facility portion had an initial limit of approximately $150 million, which was reached
in 2014 and is in the process of being repaid. No further borrowing is permitted under this portion of the facility. The secured revolving credit facility portion also has a limit of $150 million; amounts borrowed and repaid under this portion of
the facility are available to be re-borrowed. 


	(7)	All assets of the borrower(s) excluding assets pledged to secure other debt. Lynxus Construction Group Inc. and Vistus Construction Group, Inc. are guarantors/co-borrowers. 


	(8)	Company equipment pledged as collateral. 


	(9)	Pledged collateral is the Glen Harbor building in Glendale, AZ. 


  
 -Schedule 5.15-2- 








 ATTACHMENT C 

to AMENDMENT NO. 2 

[ATTACHED]