Letter agreement, dated December 10, 2019, between NWN Gas Storage, LLC and SENSA Holdings LLC, amending the Purchase and Sale Agreement, dated June 20, 2018

Exhibit 10.1

Justin Palfreyman

Vice President, Strategy & Business Development

Gentlemen:

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), if approval of our transaction from the California Public Utility Commission (CPUC) has not been obtained by December 20, 2019, 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 February 28, 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.

Justin Palfreyman

Vice President, Strategy & Business Development

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.

While we are encouraged by recent discussions with the ALJ assigned to this docket, we agree with you that it is prudent to allow for an extended period of time to obtain approval and close the transaction if the need arises, but we look forward to working together to complete it as soon as possible.

Regards,

/s/ Justin Palfreyman

Justin Palfreyman

Vice President, Strategy & Business Development

NW Natural Gas Storage, LLC

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Buyer acknowledges and agrees to the matters set forth in this letter as of the date first set forth above.

SENSA Holdings LLC