Trust Agreement of Southwest Gas Capital II



 EXHIBIT 4.06 
  
 TRUST AGREEMENT 
 OF 
 SOUTHWEST GAS CAPITAL II 
  
 This TRUST AGREEMENT, dated as of June 23, 2003 (this “Trust Agreement”), among Southwest Gas Corporation, a California corporation, as
“Depositor,” The Bank of New York (Delaware), a bank chartered under the laws of the State of Delaware, and Gregory J. Peterson, and Robert M. Johnson, as trustees (the “Trustees”). The Depositor and the Trustees hereby agree as
follows: 
  
 1. The trust created hereby shall be known as
“Southwest Gas Capital II,” in which name the Trustees, or the Depositor to the extent provided herein, may conduct the business of the Trust, make and execute contracts, and sue and be sued. 
  
 2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10. The Trustees hereby acknowledge receipt of such amount in trust from the Depositor, which amount shall constitute the initial trust estate. The Trustees hereby declare that they will hold the trust estate in trust for the
Depositor. It is the intention of the parties hereto that the Trust created hereby constitutes a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §§ 3801, et seq. (the “Statutory Trust Act”), and that
this document constitutes the governing instrument of the Trust. The Trustees are hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in accordance with the provisions of the Statutory Trust
Act. 
  
 3. The Depositor and the Trustees will enter into an
amended and restated Trust Agreement, satisfactory to each such party and substantially in the form included as an exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated operation of the Trust created
hereby and the issuance of the preferred trust securities and the common trust securities referred to therein. Prior to the execution and delivery of such amended and restated Trust Agreement, the Trustees shall not have any duty or obligation
hereunder or with respect to the trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise.

  
 4. The Depositor and the Trustees hereby authorize and direct
the Depositor, as the depositor of the Trust, (i) to file with the Securities and Exchange Commission (the “Commission”) and execute, in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 or other appropriate form
(the “1933 Act Registration Statement”), including any pre-effective or post-effective amendments to the 1933 Act Registration Statement (including any preliminary prospectus, prospectus or prospectus supplements, and the exhibits
contained therein), relating to the registration under the Securities Act of 1933, as amended, of the preferred trust securities of the Trust and (b) a Registration Statement on Form 8-A or other appropriate form (the “1934 Act Registration
Statement”) (including all pre-effective and post-effective amendments thereto) relating to the registration of the preferred trust securities of the Trust under the Securities Exchange Act of 1934, as amended; (ii) to file with the New York








 Stock Exchange or any other national stock exchange or The Nasdaq Stock Market (each, an “Exchange”) and
execute on behalf of the Trust one or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the preferred trust securities of the Trust to be
listed on any of the Exchanges; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or
desirable to register the preferred trust securities of the Trust under the securities or “Blue Sky” laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute and deliver letters
or documents to, or instruments for filing with, a depository relating to the preferred trust securities of the Trust; and (v) to execute on behalf of the Trust that certain Underwriting Agreement relating to the preferred trust securities of the
Trust, among the Trust, the Depositor and the several Underwriters named therein, substantially in the form included as an exhibit to the 1933 Act Registration Statement or an amendment thereto or a Form 8-K. In the event that any filing referred to
in clauses (i), (ii) and (iii) above is required by the rules and regulations of the Commission, an Exchange or state securities or blue sky laws, to be executed on behalf of the Trust by any of the Trustees, Gregory J. Peterson and Robert M.
Johnson, in each such person’s capacity as a trustee of the Trust, is hereby authorized and directed to join in any such filing and to execute on behalf of the Trust any and all of the foregoing. In connection with all of the foregoing, the
Depositor hereby constitutes and appoints each of Gregory J. Peterson and Robert M. Johnson as its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the Depositor or in the Depositor’s name,
place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the 1933 Act Registration Statement and the 1934 Act Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his respective substitute, shall do or cause to be done by virtue hereof. 
  
 5. This Trust Agreement may be executed in one or more counterparts.

  
 6. The number of Trustees initially shall be three (3) and
thereafter the number of Trustees shall be such number as shall be fixed from time to time by a written instrument signed by the Depositor which may increase or decrease the number of Trustees; provided, however, that to the extent required by the
Statutory Trust Act, one Trustee shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware and otherwise meets the
requirements of applicable Delaware law. Subject to the foregoing, the Depositor is entitled to appoint or remove without cause any Trustee at any time. Any Trustee may resign upon thirty (30) days’ prior notice to the Depositor. 
  
 7. The Depositor hereby agrees to (i) reimburse the Trustees for all
reasonable expenses actually incurred (including reasonable fees and expenses of counsel and other experts), and (ii) indemnify, defend and hold harmless the Trustees and any of the officers, directors, employees and agents of the Trustees (the
“Indemnified Persons”) from and against 
  

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 any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the
reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever actually incurred (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against
such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Depositor shall not be required to indemnify
any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of such Indemnified Person. 
  
 8. The Depositor may, in its sole discretion, dissolve and terminate the Trust. 
  
 9. This Trust Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without
regard to conflict of laws principles). 
  
 IN WITNESS WHEREOF,
the parties hereto have caused this Trust Agreement to be duly executed as of the day and year first above written. 
  
  

	 SOUTHWEST GAS CORPORATION, as
 Depositor

		
	 By:
	 	 /s/    EDWARD J. JANOV


	Name:	 	Edward J. Janov
	Title:	 	Vice President/Finance


  
  

	 THE BANK OF NEW YORK (DELAWARE), as
 Trustee

		
	 By:
	 	 /s/    WILLIAM T. LEWIS


	Name:	 	William T. Lewis
	Title:	 	Senior Vice President


  
  

	GREGORY J. PETERSON, as Trustee 
	
	 /s/    GREGORY J. PETERSON


	Gregory J. Peterson


  
  

	ROBERT M. JOHNSON, as Trustee
	
	 /s/    ROBERT M. JOHNSON


	Robert M. Johnson, as Trustee


  

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