SOUTHWEST GAS CORPORATION $125,000,000 4.45% Senior Notes due 2020 UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2010 • 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 $125,000,000 aggregate principal amount of its 4.45% Senior Notes due 2020 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of December 7, 2010 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a first supplemental indenture to be dated as of December 10, 2010 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”). This is to confirm the agreement concerning the purchase of the Securities from the Company by the Underwriters.
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
