Letter agreement, dated February 26, 2020, between NW Natural Gas Storage LLC and SENSA Holdings LLC, amending the Purchase and Sale Agreement, dated June 28, 2018, as amended

Contract Categories: Business Finance - Purchase Agreements
EX-10.1 2 a101nwngssensaextagrm.htm EXHIBIT 10.1 10.1 NWNGS SENSA Ext Agrm
Exhibit 10.1

February 26, 2020        BY EMAIL AND OVERNIGHT COURIER

Mr. John Rigas
SENSA Holdings LLC
667 Madison Avenue #5
New York, NY 10065

Mr. Jack Bellinger
General Counsel
SENSA Holdings LLC
10000 Memorial Drive, Suite 200
Houston, TX 77024

Mr. John Thrash
SENSA Holdings LLC
667 Madison Avenue #5
New York NY 10065

To follow up on our previous conversations regarding extending the deadline after which either NW Natural Gas Storage, LLC (Seller) or SENSA Holdings LLC (Buyer) can terminate the Purchase and Sale Agreement between Seller and Buyer, dated as of June 20, 2018, as amended (Purchase Agreement), we are submitting this letter to you and requesting that you acknowledge your agreement with the matters set forth herein by signing it in the space provided below. Please note that all capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.
Pursuant to Section 11.4 of the Purchase Agreement, Seller and Buyer agree that Section 8.1(b)(i) of the Purchase Agreement is hereby amended to read as follows:
“(i) automatically until March 31, 2020 if the CPUC has not issued the CPUC Order as of the close of business on the first anniversary of the date of this Agreement and/or.”
Seller and the Company may:
(a)    make any capital expenditure or commitment to make a capital expenditure in accordance with planned 2020 capital expenditures as set forth in the attached 2020 capital expenditures budget, and
(b)    in the ordinary course of business, consistent with past practice and the terms of the Purchase Agreement (as amended by this letter), enter into or amend any storage Contract, including without limitation any Firm Storage Contract, Interruptible Contract or Park and Loan Contract, but only if such Contract, as entered into or amended, expires on or before March 31, 2021.
This paragraph constitutes the prior written approval of Buyer to the matters set forth in clauses (a) and (b) in accordance with Section 6.1 of the Purchase Agreement.

All references in the Purchase Agreement to “Agreement,” “herein,” “hereof,” or terms of like import referring to the Purchase Agreement or any portion thereof are hereby amended to refer to the Purchase Agreement as amended by this letter. Except as and to the extent expressly modified as set forth in this letter, the Purchase Agreement shall remain in full force and effect in all respects. Each of the provisions in Article XI of the Purchase Agreement is hereby incorporated by reference herein, mutatis mutandis.
We look forward to working together to complete the transaction as soon as possible.

Justin Palfreyman
Vice President, Strategy & Business Development
NW Natural Gas Storage, LLC


Buyer acknowledges and agrees to the matters set forth in this letter as of the date first set forth above.
SENSA Holdings LLC
John F. Thrash, Director
John Rigas, Director
cc: R. King Milling
Orrick, Herrington & Sutcliffe LLP
51 West 52nd Street
New York, NY 10019

MardiLyn Saathoff, NW Natural
Dave Weber, NW Natural
Darren Nakata, NW Natural
Jason Brauser, Stoel Rives
Eric Martin, Stoel Rives