20150331 EX 10_75_2


		
			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  99503-5826, and Chugach Electric Association, Inc. (“Buyer”), an Alaska nonprofit electric cooperative corporation, with offices located at 5601 Electron Drive, Anchorage, AK  99518-1074, collectively referred to as “Parties” and individually as “Party,” dated as of May 1, 2015 (the “Effective Date”).
		

		
			 
		

		
			RECITALS
		

		
			 
		

			
	
			
				 A.
			

			
	
			
			Buyer and Seller entered into that certain Gas Sale and Purchase Agreement effective July 1, 2013, as approved by the RCA in Letter Order 1300429 (Tariff Advice No. 377-8) dated September 10, 2013, and amended by that certain First Amendment to Gas Sale and Purchase Agreement effective August 1, 2014, as approved by the RCA in Letter Order L1400406 (Tariff Advice No. 391-8) dated September 15, 2014.




		
			 
		

			
	
			
				 B.
			

			
	
			
			The Parties desire to amend the provision respecting the timing of payment of Buyer to Seller for gas sales to accommodate actual practice, and to reflect the Seller’s new contact information for notices.




		
			 
		

		
			AGREEMENT
		

		
			 
		

		
			8.INVOICES AND ASSURANCES.
		

		
			 
		

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

		
			 
		

		
			8.2Payment.
		

		
			 
		

			
	
			
				 (A)
			

			
	
			
			Buyer shall make payment to Seller on or before the tenth (10th) Day after receipt of the Buyer’s invoice as provided in Section 8.1. Payment shall be made by Automated Clearing House (“ACH”) or wire transfer to the account of Seller set out below. Upon thirty (30) Days’ written notice, Seller may designate a different financial institution or account to which Buyer will thereafter make payments.




		
			 
		

		
			13.NOTICES
		

		
			 
		

			
	
			
				 (a)
			

			
	
			
			Section 13.1 is amended to substitute the following for Seller’s contact information:




		

		

		 


		

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			Seller
		

		
			 
		

		
			Hilcorp Alaska, LLC
		

			
					
						Attn:

					
					
						Vice President – Midstream

				
	
					
						Physical:

					
					
						3800 Centerpoint Drive, Suite 1400

				
	
					
						 

					
					
						Anchorage, AK  99503

				
	
					
						Mailing:

					
					
						PO Box 244027

				
	
					
						 

					
					
						Anchorage, AK  99524-4027

				
	
					
						Fax:

					
					
						(907) 777-8351

				
	
					
						Email:

					
					
						kgibson@hilcorp.com

				



		
			 
		

			
	
			
				 (b)
			

			
	
			
			Section 13.2 is amended to substitute the following for Seller’s contact information:




		
			 
		

		
			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: tertz@hilcorp.com
		

		
			 
		

		
			Alternate Contact:
		

		
			Tami Ertz
		

		
			Commercial Marketing Technician
		

		
			Telephone: (907) 777-8411
		

		
			Mobile: (907) 351-8283
		

		
			Fax: (907) 777-8351
		

		
			Email: tertz@hilcorp.com
		

		
			 
		

		
			 
		

		
			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 
		

		 


		

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		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.
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						HILCORP ALASKA, LLC

					
					
						 

					
					
						CHUGACH ELECTRIC ASSOCIATION, INC.

				
	
					
						Signature:

					
					
						 

					
					
						Signature

				
	
					
						/s/ John A. Barnes

					
					
						 

					
					
						/s/ Paul R. Risse for Bradley W.  Evans

				
	
					
						Name: John A. Barnes

					
					
						 

					
					
						Name: Bradley W. Evans

				
	
					
						Title:   Senior Vice President

					
					
						 

					
					
						Title:    Chief Executive Officer

				
	
					
						Date:  27 Feb 2015

					
					
						 

					
					
						Date:   2-27-2015

				



		
			 
		

		 


		

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