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AMENDMENT NO. 2
to
REVOLVING CREDIT AGREEMENT
AMENDMENT NO. 2 (this “ Amendment ”), dated as of May
18, 2007, to the Revolving Credit Agreement, dated as of April 6,
2005, by and among SOUTHWEST GAS CORPORATION (the “
Borrower ”), the
lenders listed on the signature pages thereto (the “
Lenders ”), THE
BANK OF NEW YORK, as administrative agent for the Lenders (in such
capacity, the “ Administrative
Agent ”), BANK OF AMERICA, N.A., as
Syndication Agent and JP MORGAN CHASE BANK, N.A., UNION BANK OF
CALIFORNIA, N.A. and KEYBANK NATIONAL ASSOCIATION, as
Co-Documentation Agents (the “ Revolving Credit Agreement ”).
RECITALS
I. Capitalized terms used herein that are not otherwise defined
shall have the meanings assigned to such terms in the Revolving
Credit Agreement.
II.
The Borrower has requested that the Administrative
Agent and the Lenders agree to (i) extend the Termination Date; and
(ii) amend the Revolving Credit Agreement in certain other
respects.
III.
The Administrative Agent and the Lenders have
advised the Borrower that they are willing to agree to the
Borrower’s request on the terms and subject to the conditions
set forth in this Amendment.
NOW THEREFORE, in consideration of the covenants,
conditions and agreements hereinafter set forth, and other good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged the parties hereto agree as follows:
1.1
Effective on the Amendment No. 2 Effective Date, the
Revolving Credit Agreement is hereby amended as follows:
(a)
Section 1.01 of the Revolving Credit Agreement is
amended by adding in appropriate alphabetical order the following
definitions:
“ Amendment No. 2
Effective Date ” means May 18,
2007.
(b)
Section 1.01 of the Revolving Credit Agreement is
amended by deleting the definition of “ Termination Date ” in its
entirety and substituting the following therefor:
“ Termination
Date ” means, May 15, 2012, or such
earlier date on which the Revolving Credit Notes shall become due
and payable, whether by acceleration or otherwise.
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Article II
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Conditions of Effectiveness.
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2.1
This Amendment shall be dated as of May 18, 2007 and
shall become effective as of the date that:
(a)
the Administrative Agent shall have received
counterparts of this Amendment executed by the Borrower and each of
the Lenders, and
(b)
the Administrative Agent shall have received such
other documents as the Administrative Agent or the Lenders shall
reasonably request.
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Article III
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Other Provisions.
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3.1
Except as specifically amended hereby, t
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