0000073020-15-000009 Sample Contracts

LONG TERM INCENTIVE AWARD AGREEMENT
Long Term Incentive Award Agreement • February 27th, 2015 • Northwest Natural Gas Co • Natural gas distribution • Oregon

This Agreement is entered into as of February __, 2015, between Northwest Natural Gas Company, an Oregon corporation (the “Company”), and ____________ (“Recipient”).

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Re: Extension of Maturity Date
Northwest Natural Gas Co • February 27th, 2015 • Natural gas distribution

Please refer to the letter dated November 12, 2014 from Northwest Natural Gas Company (the “Company”') requesting an extension of the scheduled Maturity Date under and as defined in the Credit Agreement dated as of December 20, 2012 among the Company, various financial institutions and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Credit Agreement”). Subject to satisfaction of the conditions set forth in Section 2.14 of the Credit Agreement and the payment by the Company of an extension fee in an amount equal to ____% of the commitment of the undersigned, the undersigned consents to the extension of the scheduled Maturity Date from December 20, 2018 to December 20, 2019.

December 20, 2014
Northwest Natural Gas Co • February 27th, 2015 • Natural gas distribution

Please refer to the Credit Agreement dated as of December 20, 2012 among Northwest Natural Gas Company, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and U.S. Bank, N.A. and Wells Fargo Bank, N.A., as Co-Syndication Agents (the “Credit Agreement”). Capitalized terms used but not defined in this letter amendment (this “Amendment”) shall have the meanings specified in the Credit Agreement.

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