Exhibit 10.1

AMENDMENT NO. 4

TO REVOLVING CREDIT AGREEMENT

AMENDMENT NO. 4 TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of March 28, 2017, among SOUTHWEST GAS CORPORATION, a California corporation (the “Borrower”), each of the existing lenders parties to the Revolving Credit Agreement referred to below that are specified on the signature pages of this Amendment as a Continuing Lender (collectively, the “Continuing Lenders”), TD BANK, N.A. (the “New Lender”) and THE BANK OF NEW YORK MELLON, as Administrative Agent (the “Administrative Agent”).

RECITALS

A. The Borrower, the Continuing Lenders and the Administrative Agent are parties to the Revolving Credit Agreement, dated as of March 15, 2012 (as amended by Amendment No. 1 to Revolving Credit Agreement, dated as of March 25, 2014, Amendment No. 2 to Revolving Credit Agreement, dated as of March 24, 2015, and Amendment No. 3 to Revolving Credit Agreement, dated as of March 28, 2016, the “Credit Agreement”), pursuant to which the Continuing Lenders agreed to make Loans to the Borrower on the terms and conditions set forth therein. Capitalized terms used herein that are not herein defined shall have the meanings ascribed thereto by the Credit Agreement.

B. The Borrower has requested that the Continuing Lenders agree to (i) extend the Termination Date from March 25, 2021 to March 28, 2022 and (ii) an increase in the aggregate amount of the Commitments from $300,000,000 from to $400,000,000. The Continuing Lenders are willing to so amend the Credit Agreement upon the terms and conditions herein contained.

C. In addition, the parties hereto desire to amend (i) the Credit Agreement to reflect that the New Lender shall be added to the Credit Agreement as a Lender and (ii) Schedule I to the Credit Agreement to reflect the reallocation of the Commitment amounts of the Continuing Lenders and the New Lender.

THEREFORE, in consideration of the recitals and the terms and conditions herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, it is agreed that:

ARTICLE I On and as of the Amendment No. 4 Effective Date (as defined herein), the Credit Agreement is hereby amended to incorporate the changes reflected in Annex 1 to this Amendment.

ARTICLE II On and as of the Amendment No. 4 Effective Date, the Credit Agreement is hereby further amended by amending and restating Schedule I to the Credit Agreement in the form of Annex 2 to this Amendment.

ARTICLE III On and as of the Amendment No. 4 Effective Date, all references in the Credit Agreement to a “Lender” or the “Lenders” shall include the New Lender. The New Lender agrees to be bound by all terms, conditions and obligations as a Lender under the Credit Agreement.

ARTICLE IV This Amendment shall be effective as of March 28, 2017 (the “Amendment No. 4 Effective Date”), provided that each of the following conditions precedent has been fulfilled by such date:

(b) Evidence of Action. The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the date of this Amendment, certifying and/or attaching thereto (i) all amendments, if any, to the articles of incorporation of the Borrower since March 28, 2016, certified by the Secretary of State of California as of a recent date and by the Secretary or Assistant Secretary of the Borrower (or if there have been none, a certification to such effect) and all amendments, if any, to the bylaws of the Borrower since March 28, 2016, certified by the Secretary or Assistant Secretary of the Borrower (or if there have been none, a certification to such effect), (ii) certificates of good standing for the Borrower from each of the Secretary of State of California and the Secretaries of State of the states where the Borrower conducts its principal operations, certifying that the Borrower is in good standing in such states, such certificates to be dated reasonably near the date of this Amendment, (iii) copies of the resolutions of the board of directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (iv) the names and true signatures of the officers of the Borrower authorized to sign this Amendment and any certificates or other documents, to be delivered in connection herewith.

(c) This Amendment. The Administrative Agent shall have received this Amendment executed by a duly authorized officer of the Borrower and consented to by each Continuing Lender and the New Lender.

(d) Fees and Expenses. The Borrower shall have paid (i) the reasonable fees and expenses of counsel to the Administrative Agent in connection with the preparation, negotiation and closing of this Amendment and all documents executed and delivered in connection herewith and (ii) the fees and other amounts required to be paid to the Administrative Agent, the Continuing Lenders and the New Lender on the Amendment No. 4 Effective Date.

(e) Compliance. After giving effect to this Amendment, (i) the Borrower shall be in compliance in all material respects with all of the terms, covenants and conditions of the Credit Documents as amended hereby, (ii) there shall exist no Default

or Event of Default and (iii) the representations and warranties contained in the Credit Documents as amended hereby shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except to the extent that any representation or warranty speaks as of a certain date, in which case such representation or warranty was true and correct in all material respects on and as of such date).

(f) Revolving Credit Notes. The Administrative Agent shall have received (i) a Revolving Credit Note for the New Lender in the amount of its Commitment as reflected in the amended and restated Schedule I annexed hereto and (ii) amended and restated Revolving Credit Notes for those Continuing Lenders whose Commitment amounts are increasing or decreasing as reflected in the amended and restated Schedule I annexed hereto, each executed by a duly authorized officer of the Borrower.

ARTICLE V The Borrower hereby reaffirms and admits the validity and enforceability of the Credit Documents and all of its obligations thereunder, agrees and admits that it has no defenses to or offsets against any of the obligations under the Credit Documents, and represents and warrants that (i) the Recitals to this Amendment are true and correct, (ii) there exists no Default or Event of Default and (iii) the representations and warranties contained in the Credit Documents are true and correct in all material respects on and as of the date hereof, except those representations and warranties that were made as of a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date.

ARTICLE VI In all other respects the Credit Agreement and the other Credit Documents shall remain in full force and effect, and no amendment of any term or condition of the Credit Agreement herein contained shall be deemed to be an amendment of any other term or condition contained in the Credit Agreement or any other Credit Document or constitute a waiver of any Default or Event of Default.

ARTICLE VII The Borrower agrees to pay the reasonable fees and expenses of the Administrative Agent’s counsel in connection with this Amendment and all documents executed and delivered in connection herewith in accordance with Section 4.06(a) of the Credit Agreement.

ARTICLE VIII This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by telecopy or email), and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

ARTICLE IX THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

ARTICLE X If any Loans are outstanding under the Credit Agreement on the date hereof, the Lenders shall on the date hereof, at the direction of the Administrative Agent, make appropriate adjustments among themselves in order to insure that the amount (and type) of the Loans outstanding from each Lender under the Credit Agreement (as of the date hereof) are proportionate to each Lender’s Applicable Percentage, after giving effect to the reallocation of the Commitment amounts of the Lenders.

ARTICLE XI For purposes of determining withholding Taxes under FATCA, from and after the Amendment No. 4 Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Credit Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

The Borrower, the Continuing Lenders, the New Lender and the Administrative Agent have caused this Amendment to be duly executed as of the date first above written.


SOUTHWEST GAS CORPORATION

By:	/s/ KENNETH J. KENNY
	Name:	Kenneth J. Kenny
	Title:	Vice President/Finance/Treasurer

SOUTHWEST GAS CORP 8-K