LETTER AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER SHELF AGREEMENT
LETTER
AMENDMENT NO. 1
TO
AMENDED
AND RESTATED MASTER SHELF AGREEMENT
May 17, 2006
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Prudential
Investment Management, Inc.
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General
Electric Capital Assurance Company
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The
Prudential Insurance Company of America
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General
Electric Life and Annuity Assurance Company
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Pruco
Life Insurance Company
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First
Colony Life Insurance Company
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Pruco
Life Insurance Company of New Jersey
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|
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Hartford
Life Insurance Company
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|
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Security
Life of Denver Insurance Company
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ING
USA Annuity and Life Insurance Company
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Reliastar
Life Insurance Company
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|
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ING
Life Insurance and Annuity Company
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United
of Omaha Life Insurance Company
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Mutual
of Omaha Insurance Company
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The
Prudential Life Insurance Company, Ltd.
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Prudential
Retirement Insurance and Annuity Company
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Security
Benefit Life Insurance Company, Inc.
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Farmers
New World Life Insurance Company
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|
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Zurich
American Insurance Company
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Physicians
Mutual Insurance Company
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American
Skandia Life Assurance Corporation
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|
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RGA
Reinsurance Company
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Union
Security Insurance Company
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American
Bankers Insurance Company of Florida, Inc.
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c/o
Prudential Capital Group
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0000
Xxxx Xxxxxx, Xxxxx 0000X
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Xxxxxx,
Xxxxx 00000
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Ladies
and Gentlemen:
We
refer
to the Amended and Restated Master Shelf Agreement dated as of December 27,
1999
(effective as of April 29, 2005) (the "Agreement")
among
the undersigned, Centennial Energy Holdings, Inc. (the "Company"),
Prudential Investment Management, Inc. ("Prudential"),
The
Prudential Insurance Company of America ("PICA"),
Pruco
Life Insurance Company ("Pruco"),
Pruco
Life Insurance Company of New Jersey ("Pruco
NJ"),
Hartford Life Insurance Company ("Hartford"),
Security Life of Denver Insurance Company ("Security
Life"),
ING
USA Annuity and Life Insurance Company ("ING
USA"),
Reliastar Life Insurance Company ("Reliastar"),
ING
Life Insurance and Annuity Company ("ING
Life"),
United of Omaha Life Insurance Company ("United"),
Mutual of Omaha Insurance Company ("Mutual"),
The
Prudential Life Insurance Company, Ltd. ("Prudential
Life"),
Prudential Retirement Insurance and Annuity Company ("PRIAC"),
Security Benefit Life Insurance Company, Inc. ("Security
Benefit"),
Farmers New World Life Insurance Company ("Farmers"),
Zurich American Insurance Company ("Zurich"),
Physicians Mutual Insurance Company ("Physicians"),
American Skandia Life Assurance Corporation ("American"),
RGA
Reinsurance Company ("RGA"),
Union
Security Insurance Company ("Union"),
American Bankers Insurance Company of Florida, Inc. ("ABIC"),
General Electric Capital Assurance Company ("GECAC"),
General Electric Life and Annuity Assurance Company ("GELAAC"),
First
Colony Life Insurance Company ("First
Colony";
and
together with PICA, Pruco, Pruco NJ, Hartford, Security Life, ING USA,
Reliastar, ING Life, United, Mutual, Prudential Life, PRIAC, Security Benefit,
Farmers, Zurich, Physicians, American, RGA, Union, ABIC, GECAC and GELAAC,
the
"Holders").
Unless otherwise defined herein, the terms defined in the Agreement shall
be
used herein as therein defined.
The
Company desires to increase the amount of the Notes available to be issued
under
the Agreement to an aggregate principal amount of $550,000,000 (creating
an
Available Facility Amount of $115,500,000 as of the date hereof), to extend
the
Issuance Period and to make certain other amendments to the
Agreement.
Therefore,
Prudential, the Holders and the Company, in consideration of the mutual promises
and agreements set forth herein and in the Agreement, agree as
follows:
(a) Section 1.2.
Section
1.2 of the Agreement is amended in full to read as follows:
"1.2. Authorization
of Issue of Notes.
(a) The
Company will authorize the issue of its senior promissory notes (the
'Notes')
in the
aggregate principal amount of $550,000,000 to be dated the date of issue
thereof; to mature, in the case of each Note so issued, no more than 12 years
after the date of original issuance thereof; to have an average life, in
the
case of each note so issued, of no more than 10 years after the date of original
issuance thereof; to bear interest on the unpaid balance thereof from the
date
thereof at the rate per annum, and to have such other particular terms, as
shall
be set forth, in the case of each Note so issued, in the Confirmation of
Acceptance with respect to such Note delivered pursuant to Section 2.6; and
to
be substantially in the form of Exhibit 1
attached
hereto. The term 'Notes'
as used
herein shall include each Note delivered pursuant to any provision of this
Agreement and each Note delivered in substitution or exchange for any such
Note
pursuant to any such provision. Notes which have (i) the same final
maturity, (ii) the same installment payment dates, (iii) the same
installment payment amounts (as a percentage of the original principal amount
of
each Note), (iv) the same interest rate, (v) the same interest payment periods,
and (vi) the same original date of issuance are herein called a 'Series'
of
Notes. Certain
capitalized terms used in this Agreement are defined in Schedule B; references
to a 'Schedule' or an 'Exhibit' are, unless otherwise specified, to a Schedule
or an Exhibit attached to this Agreement.
(b) The
Company will authorize the issue and sale of $100,000,000 aggregate principal
amount of its 5.92% Senior Notes, Series N, due 2013 (the 'Series
N Notes',
such
term to include any such notes issued in substitution therefor pursuant to
Section 13). The Series N Notes shall be substantially in the form set out
in
Exhibit 1-A. The Series N Notes will be considered Accepted Notes for purposes
of this Agreement, including the provisions of Section 4. Subject to the terms
and conditions of this Agreement, the Company will issue and sell to each
Purchaser and each Purchaser will purchase from the Company, at the Closing
for
the Series N Notes on May 17, 2006, Notes in the principal amount specified
opposite such Purchaser's name in the Purchaser Schedule for the Series N
Notes
at the purchase price of 100% of the principal amount thereof. The Purchasers'
obligations hereunder are several and not joint obligations and no Purchaser
shall have any liability to any Person for the performance or non-performance
of
any obligation by any other Purchaser hereunder. At the Closing for the Series
N
Notes, the Company will deliver to each Purchaser the Notes to be purchased
by
such Purchaser in the form of a single Note (or such greater number of Notes
in
denominations of at least $100,000 as such Purchaser may request) dated May
17,
2006 and registered in such Purchaser's name (or in the name of its nominee),
against delivery by such Purchaser to the Company or its order of immediately
available funds in the amount of the purchase price therefor by wire transfer
of
immediately available funds for the account of the Company to account number
000000000000 at U.S. Bank North Dakota, Fargo, Bismarck, ND, ABA number
000000000 for wire transfers, and any other relevant wire transfer information.
If at the Closing for the Series N Notes the Company shall fail to tender
such
Notes to any Purchaser as provided herein, or any of the conditions specified
in
Section 4 shall not have been fulfilled to such Purchaser's satisfaction,
such Purchaser shall, at its election, be relieved of all further obligations
under this Agreement, without thereby waiving any rights such Purchaser may
have
by reason of such failure or such nonfulfillment."
(b) Section 2.1.
Section
2.1 of the Agreement is amended in full to read as follows:
"2.1. Facility;
Limitation on Facility.
(a) Facility.
Prudential is willing to consider, in its sole discretion and within limits
which may be authorized for purchase by Prudential Affiliates from time to
time,
the purchase of $550,000,000 of the total amount of authorized Notes pursuant
to
this Agreement. The willingness of Prudential to consider such purchase of
Notes
is herein called the 'Facility.'
At any
time, subject to the additional limitations in Section 2.1(b), the aggregate
principal amount of Notes stated in Section 1.2, minus
the
aggregate principal amount of Notes purchased and sold pursuant to this
Agreement prior to such time, minus
the
aggregate principal amount of Accepted Notes which have not yet been purchased
and sold hereunder prior to such time, plus
the
aggregate principal amount of Notes purchased and sold pursuant to this
Agreement and thereafter retired prior to such time (to the extent that the
Company shall have agreed with Prudential to reinstate the Facility with
respect
to such amount) is herein called the 'Available
Facility Amount'
at such
time. NOTWITHSTANDING
THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF NOTES, THIS AGREEMENT
IS
ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY
PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE
NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC
PURCHASES OF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A
COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.
(b) Limitation
on Facility.
Notwithstanding anything in Section 2.1(a), the Company may not request the
issuance of Notes, and neither Prudential nor any Prudential Affiliate shall
be
required to purchase Notes, pursuant to the Facility if, after the issuance
of
such Notes, the aggregate amount of Centennial Exposure would exceed
$350,000,000."
(c) Section 2.2.
Section
2.2 of the Agreement is amended in full to read as follows:
"2.2. Issuance
Period.
Notes
may
be issued and sold pursuant to this Agreement until the earlier of (i) May
8, 2009 (or if such date is not a Business Day, the Business Day next preceding
such date) and (ii) the thirtieth day after Prudential shall have given to
the
Company, or the Company shall have given to Prudential, a notice stating
that it
elects to terminate the issuance and sale of Notes pursuant to this Agreement
(or if such thirtieth day is not a Business Day, the Business Day next preceding
such thirtieth day). The period during which Notes may be issued and sold
pursuant to this Agreement is herein called the 'Issuance
Period'."
(d) Section 5.16.
Section
5.16 of the Agreement is amended in full to read as follows:
"5.16. Status
under Certain Statutes.
Neither
the Company nor any Subsidiary or Affiliate is subject to regulation under
the
Investment Company Act of 1940, as amended. The Company is not subject
to
regulation under the Interstate Commerce Act, as amended, the Federal Power
Act,
as amended, any state public utilities code or statute, or any other Federal
or
state statute or regulation limiting its ability to incur
indebtedness."
(e) Schedule
B. Defined Terms. The
definitions of "Other Company Notes" contained in Schedule B of the Agreement
is
amended in full to read as follows:
"'Other
Company Notes' means
(i)
the 7.10% Senior Notes due October 30, 2009 of the Company, the 7.09% Senior
Notes due March 29, 2011 of the Company, the 3.80% Senior Notes due June
27,
2008 of the Company, (ii) any other promissory notes of the Company issued
pursuant to agreements, indentures or other instruments (other than this
Agreement) and (iii) any other promissory notes of any Subsidiary of the
Company
(other than Williston Basin). As of May 8, 2006, $13,500,000 of Other Company
Notes were part of the Centennial Exposure."
(f) Cover
Page. The
Cover
Page attached to the Agreement is replaced in its entirety by Exhibit
A
attached
to this Letter Amendment No. 1 to Amended and Restated Master Shelf Agreement
(this "Letter
Amendment").
(g) Schedule
5.4.
Schedule
5.4 attached to the Agreement is replaced in its entirety by the Schedule
5.4
attached hereto as Exhibit
B.
The
Company, the holders of the Notes and the Purchasers agree that Schedule
5.4 is
as of April 30, 2006.
(h) Schedule
5.8.
Schedule
5.8 attached to the Agreement is replaced in its entirety by the Schedule
5.8
attached hereto as Exhibit
C.
(i) Schedule
5.17.
Schedule
5.17 attached to the Agreement is replaced in its entirety by the Schedule
5.17
attached hereto as Exhibit
D.
(j) Exhibit
1-A.
The
Agreement is amended by adding behind Exhibit 1 to the Agreement the Exhibit
1-A
attached hereto as Exhibit
E.
(k) Purchaser
Schedule.
The
Purchaser Schedule for the Series N Notes is attached hereto as Exhibit
F.
On
and
after the effective date of this Letter Amendment, each reference in the
Agreement to "this Agreement", "hereunder", "hereof", or words of like
import
referring to the Agreement, and each reference in the Notes to "the Agreement",
"thereunder", "thereof", or words of like import referring to the Agreement,
shall mean the Agreement as amended by this Letter Amendment. The Agreement,
as
amended by this Letter Amendment, is and shall continue to be in full force
and
effect and is hereby in all respects ratified and confirmed. The execution,
delivery and effectiveness of this Letter Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy
under the Agreement nor constitute a waiver of any provision of the Agreement.
This
Letter Amendment may be executed in any number of counterparts and by any
combination of the parties hereto in separate counterparts, each of which
counterparts shall be an original and all of which taken together shall
constitute one and the same letter amendment.
If
you
agree to the terms and provisions hereof, please evidence your agreement
by
executing and returning at least a counterpart of this Letter Amendment
to
Centennial Energy Holdings, Inc., 0000 X. Xxxxxxx Xxx., Xxxxxxxx, XX 00000,
Attention of Chief Financial Officer. This Letter Amendment shall become
effective as of the date first above written when and if counterparts of
this
Letter Amendment shall have been executed by us and you.
Very
truly yours,
CENTENNIAL
ENERGY
HOLDINGS,
INC.
By:
/s/
XXXXXX X. XXXXX
Xxxxxx
X.
Xxxxx, Executive Vice President, Treasurer and Chief Financial
Officer
Agreed
as
of the date first above written:
PRUDENTIAL
INVESTMENT
MANAGEMENT,
INC.
By:
/s/
XXXXX X. XXXXXX
Vice
President
THE
PRUDENTIAL INSURANCE
COMPANY
OF AMERICA
By:
/s/
XXXXX X. XXXXXX
Vice
President
PRUCO
LIFE INSURANCE COMPANY
By:
/s/
XXXXX X. XXXXXX
Vice
President
PRUCO
LIFE INSURANCE COMPANY
OF
NEW JERSEY
By:
/s/
XXXXX X. XXXXXXX
Vice
President
HARTFORD
LIFE INSURANCE COMPANY
By: Prudential
Private Placement Investors,
L.P.
(as
Investment Advisor)
By: Prudential
Private Placement Investors, Inc.
(as
its
General Partner)
By:
/s/
XXXXX X. XXXXXXX
Vice
President
SECURITY
LIFE OF DENVER INSURANCE
COMPANY,
as
successor by merger to Southland
Life
Insurance Company
By: Prudential
Private Placement Investors,
L.P.
(as
Investment Advisor)
By: Prudential
Private Placement Investors, Inc.
(as
its
General Partner)
By:
/s/
XXXXX X. XXXXXXX
Vice
President
ING
USA ANNUITY AND LIFE INSURANCE
COMPANY,
f/k/a
Golden American Life Insurance
Company
By: Prudential
Private Placement Investors,
L.P.
(as
Investment Advisor)
By: Prudential
Private Placement Investors, Inc.
(as
its
General Partner)
By:
/s/
XXXXX X. XXXXXXX
Vice
President
RELIASTAR
LIFE INSURANCE COMPANY
By: Prudential
Private Placement Investors,
L.P.
(as
Investment Advisor)
By: Prudential
Private Placement Investors, Inc.
(as
its
General Partner)
By:
/s/
XXXXX X. XXXXXXX
Vice
President
ING
LIFE INSURANCE AND ANNUITY
COMPANY
By: Prudential
Private Placement Investors,
L.P.
(as
Investment Advisor)
By: Prudential
Private Placement Investors, Inc.
(as
its
General Partner)
By:
/s/
XXXXX X. XXXXXXX
Vice
President
UNITED
OF OMAHA LIFE INSURANCE
COMPANY
By: Prudential
Private Placement Investors,
L.P.
(as
Investment Advisor)
By: Prudential
Private Placement Investors, Inc.
(as
its
General Partner)
By:
/s/
XXXXX X. XXXXXXX
Vice
President
MUTUAL
OF OMAHA INSURANCE COMPANY
By: Prudential
Private Placement Investors,
L.P.
(as
Investment Advisor)
By: Prudential
Private Placement Investors, Inc.
(as
its
General Partner)
By:
/s/
XXXXX X. XXXXXXX
Vice
President
THE
PRUDENTIAL LIFE INSURANCE
COMPANY,
LTD.
By: Prudential
Investment Management (Japan),
Inc.,
as
Investment Manager
By: Prudential
Investment Management, Inc.,
as
Sub-Adviser
By:
/s/
XXXXX X. XXXXXXX
Vice
President
PRUDENTIAL
RETIREMENT INSURANCE
AND
ANNUITY COMPANY
By: Prudential
Investment Management, Inc.,
as
investment manager
By:
/s/
XXXXX X. XXXXXXX
Vice
President
SECURITY
BENEFIT LIFE INSURANCE
COMPANY,
INC.
By: Prudential
Private Placement Investors,
L.P.
(as
Investment Advisor)
By: Prudential
Private Placement Investors, Inc.
(as
its
General Partner)
By:
/s/
XXXXX X. XXXXXXX
Vice
President
FARMERS
NEW WORLD LIFE INSURANCE
COMPANY
By: Prudential
Private Placement Investors,
L.P.
(as
Investment Advisor)
By: Prudential
Private Placement Investors, Inc.
(as
its
General Partner)
By:
/s/
XXXXX X. XXXXXXX
Vice
President
ZURICH
AMERICAN INSURANCE COMPANY
By: Prudential
Private Placement Investors,
L.P.
(as
Investment Advisor)
By: Prudential
Private Placement Investors, Inc.
(as
its
General Partner)
By:
/s/
XXXXX X. XXXXXXX
Vice
President
PHYSICIANS
MUTUAL INSURANCE
COMPANY
By: Prudential
Private Placement Investors,
L.P.
(as
Investment Advisor)
By: Prudential
Private Placement Investors, Inc.
(as
its
General Partner)
By:
/s/
XXXXX X. XXXXXXX
Vice
President
AMERICAN
SKANDIA LIFE ASSURANCE
CORPORATION
By: Prudential
Investment Management, Inc.,
as
investment manager
By:
/s/
XXXXX X. XXXXXXX
Vice
President
RGA
REINSURANCE COMPANY
By: Prudential
Private Placement Investors,
L.P.
(as
Investment Advisor)
By: Prudential
Private Placement Investors, Inc.
(as
its
General Partner)
By:
/s/
XXXXX X. XXXXXXX
Vice
President
UNION
SECURITY INSURANCE COMPANY
By: Prudential
Private Placement Investors,
L.P.
(as
Investment Advisor)
By: Prudential
Private Placement Investors, Inc.
(as
its
General Partner)
By:
/s/
XXXXX X. XXXXXXX
Vice
President
AMERICAN
BANKERS INSURANCE COMPANY
OF
FLORIDA, INC.
By: Prudential
Private Placement Investors,
L.P.
(as
Investment Advisor)
By: Prudential
Private Placement Investors, Inc.
(as
its
General Partner)
By:
/s/
XXXXX X. XXXXXXX
Vice
President
GENERAL
ELECTRIC CAPITAL
ASSURANCE
COMPANY
By:
________________________________
Name:
Title:
GENERAL
ELECTRIC LIFE AND ANNUITY
ASSURANCE
COMPANY
By:
________________________________
Name:
Title:
FIRST
COLONY LIFE INSURANCE COMPANY
By:
________________________________
Name:
Title:
