Letter agreement, dated June 26, 2020, between NWN Gas Storage, LLC and SENSA Holdings LLC, amending the Purchase and Sale Agreement, dated June 20, 2018, as amended

Pursuant to Section 11.4 of the Purchase Agreement, Seller and Buyer agree that the definition of “Current Assets” in Section 1.1 of the Purchase Agreement is hereby amended to read as follows:

““Current Assets” as of a specified date means the sum of (a) the current assets of the Company as reflected on a balance sheet of the Company as of that date as determined under GAAP and, subject to the following exclusions, applied in a manner consistent with preparation of the Financial Statements, but excluding, however, (i) cash and cash equivalents and (ii) intercompany accounts between the Company, on the one hand, and Seller or its Affiliates, on the other, plus (b) the amount of cash, if any, contributed by Seller or an Affiliate of Seller to the Company to serve as collateral for the”GRS LC (as defined in the Fifth Amendment to Purchase and Sale Agreement, dated April 29, 2020, between the parties), plus accrued interest on such amount of contributed cash from the date the GRS LC is issued through the Closing Date based on an interest rate of 3% per annum, plus (c) the aggregate of (i) all capital expenditures made by the Company from June 27, 2020 through the Closing Date relating to any and all of the projects set forth in the 2020 Capital Budget (as defined in the letter agreement, dated June 25, 2020, between the parties) but not to exceed the amounts set forth on Exhibit B to such letter agreement for each period identified on such Exhibit B and (ii) all expenditures made by the Company to respond to any catastrophe or other emergency situation from June 27, 2020 through the Closing Date and to restore safe operations of the Business (but not resulting from the gross negligence or willful misconduct of Seller, the Company, or their respective Affiliates, or any of their respective Representatives), including to prevent, mitigate or remedy the endangerment or the health or safety of any person(s) or of the environment.”