AMENDMENT NO. 1
SECOND AMENDED AND RESTATED GAS GATHERING AGREEMENT
This Amendment No. 1 to Second Amended and Restated Gas Gathering Agreement (this Amendment) is effective as of January 1, 2021 (the Amendment Effective Date), and is by and between Hess Trading Corporation, a Delaware corporation (Shipper), and Hess North Dakota Pipelines LLC, a Delaware limited liability company (Gatherer). Shipper and Gatherer are sometimes hereinafter referred to individually as a Party and collectively as the Parties.
WHEREAS, the Parties entered into that certain Second Amended and Restated Gas Gathering Agreement, dated effective as of January 1, 2014 (the Agreement), pursuant to which Gatherer agreed to provide to Shipper certain gathering services with respect to hydrocarbons owned or controlled by Shipper;
WHEREAS, the Parties desire to amend the Agreement to reflect certain agreements of the Parties as set forth herein; and
WHEREAS, Section 19.7 of the Agreement provides that the Agreement may not be amended, modified, varied or supplemented except by an instrument in writing signed by both Parties.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the Parties agree as follows.
Section 1. Defined Terms. Capitalized terms used in this Amendment and not otherwise defined herein will have the meanings given such terms in the Agreement.
Section 2. Addition of Section 3.6 of the Agreement. A new Section 3.6 is hereby added to the Agreement as follows:
Section 3.6 Third Party Facilities. Except for situations of Force Majeure, or as may be required by necessary repairs, maintenance, anticipated curtailments, or outages on the Gathering System as a whole or any Subsystem or facilities downstream of the Gathering System or any Subsystem, or as otherwise agreed by the Parties, Gatherer shall not utilize or substitute any Gas gathering or compression facilities other than the Gathering System for performance of the System Services under this Agreement, and then only with notice to Shipper as soon as reasonably practical.
Section 3. Amendments to Section 7.1(e) of the Agreement. Section 7.1(e) to the Agreement is hereby amended and restated in its entirety as follows:
(e) (x) at any time on or prior to January 15th of each Year, either Party may make an election to have the then-currently agreed Fees recalculated with respect to such Year (a Recalculation Election); provided, that, prior to the date such Recalculation Election is