SECOND AMENDMENT TO GAS SALE AND PURCHASE AGREEMENT

SECOND AMENDMENT TO

GAS SALE AND PURCHASE AGREEMENT

This SECOND AMENDMENT TO GAS SALE AND PURCHASE AGREEMENT (“Second Amendment”) is made by Hilcorp Alaska, LLC (“Seller”), a Delaware limited liability company, with offices located at 3800 Centerpoint Drive, Suite 1400, Anchorage, AK   ###-###-####, and Chugach Electric Association, Inc. (“Buyer”), an Alaska nonprofit electric cooperative corporation, with offices located at 5601 Electron Drive, Anchorage, AK   ###-###-####, collectively referred to as “Parties” and individually as “Party,” dated as of May 1, 2015 (the “Effective Date”).

RECITALS

AGREEMENT

8.INVOICES AND ASSURANCES.

Section 8.2(A) is amended to read as follows:

8.2Payment.

13.NOTICES

Seller

Hilcorp Alaska, LLC

Seller

Hilcorp Alaska, LLC

3800 Centerpoint Drive, Suite 1400

Anchorage, AK  99503

Primary Contact:

Ed Jaroch

Commercial Manager

Telephone: (907) 777-8406

Mobile: (832) 701-8530

Fax: (907) 777-8351

Email: ***@***

Alternate Contact:

Tami Ertz

Commercial Marketing Technician

Telephone: (907) 777-8411

Mobile: (907) 351-8283

Fax: (907) 777-8351

Email: ***@***

Agreement Remains in Force: Except as otherwise provided in this Second Amendment, (i) the terms and conditions of the Agreement remain in full force and effect, and (ii) the definitions set forth in the Agreement apply to this Second Amendment.

Regulatory Approval: It is a condition precedent to the effectiveness of this Second Amendment that it has received RCA Approval (as defined below).  Buyer will use commercially reasonable efforts to obtain regulatory approval of this Second Amendment.  Seller shall have no responsibility to take any action or incur any cost to obtain regulatory approval of this Second Amendment.  If the RCA issues an order that approves (conditionally or

otherwise) this Second Amendment and imposes terms and conditions or modifications unacceptable to Buyer or Seller, each as determined in its sole and absolute discretion, Buyer or Seller may terminate this Second Amendment upon written notice to the other Party, such termination to take effect on the date outlined in any such written notice of termination.  If RCA Approval has not been obtained by August 31, 2015, either Party may terminate this Second Amendment upon notice to the other Party, such termination to take effect on the date outlined in any such written notice of termination.

“RCA Approval” will be deemed to have occurred on the date that an RCA order approving the Second Amendment without conditions or modifications unacceptable to the Parties becomes final and is not subject to further reconsideration or appeal or on such other date as may be mutually agreed by the Parties in writing.

Counterparts:  This Second Amendment may be executed by the Parties in any number of counterparts and on separate counterparts, including electronic transmittals, each of which when so executed will be deemed an original, but all such counterparts, when taken together, will constitute but one and the same Second Amendment. In the event one Party executes the Second Amendment, and the other Party does not execute the Second Amendment within ten (10) Days of the first Party’s execution, the execution of the Second Amendment by the first Party will be deemed null and void.

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IN WITNESS WHEREOF, the Parties have executed this Second Amendment effective as of the date set forth in the preamble.