Master Shelf Agreement Sample Contracts

LETTER AMENDMENT NO. 3 TO MASTER SHELF AGREEMENT DATED AS OF OCTOBER 15, 1999 (Lennox International Inc.)
Master Shelf Agreement • August 14th, 2001 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
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SECOND AMENDMENT TO AMENDED AND RESTATED MASTER SHELF AGREEMENT
Master Shelf Agreement • December 6th, 2011 • Saia Inc • Trucking (no local) • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED MASTER SHELF AGREEMENT (this “Amendment”) is made and entered into as of November 30 2011, by and among SAIA, Inc., a Delaware corporation (the “Company”), The Prudential Insurance Company of America and the other holders of Notes (as defined in the Agreement defined below) that are signatories hereto (together with their successors and assigns, the “Noteholders”).

LETTER AMENDMENT NO. 1 to Master Shelf Agreement May 15, 2004
Master Shelf Agreement • April 17th, 2006 • Layne Christensen Co • Construction - special trade contractors

We refer to the Master Shelf Agreement dated as of July 31, 2003 (the “Agreement”) among the undersigned, Layne Christensen Company and you. Unless otherwise defined herein, the terms defined in the Agreement shall be used herein as therein defined.

LETTER AMENDMENT NO. 4 to AMENDED AND RESTATED MASTER SHELF AGREEMENT
Master Shelf Agreement • July 6th, 2006 • Crosstex Energy Lp • Crude petroleum & natural gas • New York

Prudential Investment Management, Inc. The Prudential Insurance Company of America Pruco Life Insurance Company Pruco Life Insurance Company of New Jersey Gibraltar Life Insurance Co., Ltd. RGA Reinsurance Company Connecticut General Life Insurance Company Zurich American Insurance Company The Prudential Life Insurance Company, Ltd. Prudential Retirement Insurance and Annuity Company MTL Insurance Company c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, Texas 75201

AMENDMENT NO. 4 TO MASTER SHELF AGREEMENT (SAIA, Inc. f/k/a SCS Transportation, Inc.) June 4, 2008
Master Shelf Agreement • August 4th, 2008 • Saia Inc • Trucking (no local)

Prudential Investment Management, Inc. (“Prudential”) The Prudential Insurance Company of America Pruco Life Insurance Company Reliastar Life Insurance Company Southland Life Insurance Company Pruco Life Insurance Company of New Jersey Prudential Retirement Insurance and Annuity Company United of Omaha Life Insurance Company Universal Prudential Arizona Reinsurance Company Zurich American Insurance Company Each Prudential Affiliate (as defined herein) which becomes bound by certain provisions of the Agreement as hereinafter provided (together with each above-named entity, the “Purchasers”) c/o Prudential Capital Group Gateway Center Four 100 Mulberry Street Newark, NJ 07102-4069

LETTER AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER SHELF AGREEMENT
Master Shelf Agreement • August 4th, 2006 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)
LETTER AMENDMENT NO. 1 to AMENDED AND RESTATED MASTER SHELF AGREEMENT
Master Shelf Agreement • June 28th, 2005 • Crosstex Energy Lp • Crude petroleum & natural gas • New York

Prudential Investment Management, Inc. The Prudential Insurance Company of America Pruco Life Insurance Company Pruco Life Insurance Company of New Jersey Gibraltar Life Insurance Co., Ltd. RGA Reinsurance Company Connecticut General Life Insurance Company Zurich American Insurance Company c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, Texas 75201

LETTER AMENDMENT NO. 6 TO MASTER SHELF AGREEMENT
Master Shelf Agreement • April 2nd, 2009 • Layne Christensen Co • Construction - special trade contractors • Kansas

Prudential Investment Management, Inc. The Prudential Insurance Company of America Pruco Life Insurance Company Security Life of Denver Insurance Company Prudential Annuities Life Assurance Corporation (f/k/a American Skandia Life Assurance Corporation) Prudential Retirement Insurance and Annuity Company Time Insurance Company (f/k/a Fortis Insurance Company) American Memorial Life Insurance Company Physicians Mutual Insurance Company c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, Texas 75201

LETTER AMENDMENT NO. 5 TO MASTER SHELF AGREEMENT
Master Shelf Agreement • December 10th, 2007 • Layne Christensen Co • Construction - special trade contractors • Kansas

Prudential Investment Management, Inc. The Prudential Insurance Company of America Pruco Life Insurance Company Security Life of Denver Insurance Company American Skandia Life Assurance Corporation Prudential Retirement Insurance and Annuity Company Time Insurance Company (f/k/a Fortis Insurance Company) American Memorial Life Insurance Company Physicians Mutual Insurance Company

SENIOR NOTES
Master Shelf Agreement • March 29th, 1996 • Sealright Company Inc • Paperboard containers & boxes • New York
LAYNE CHRISTENSEN COMPANY SENIOR NOTES MASTER SHELF AGREEMENT Dated as of July 31, 2003
Master Shelf Agreement • October 4th, 2005 • Layne Christensen Co • Construction - special trade contractors

(As amended by Letter Amendment No. 1 to Master Shelf Agreement dated as of May 15, 2004 and Letter Amendment No. 2 to Master Shelf Agreement dated as of September 28, 2005)

LETTER AMENDMENT NO.3 TO MASTER SHELF AGREEMENT
Master Shelf Agreement • September 11th, 2006 • Layne Christensen Co • Construction - special trade contractors

Prudential Investment Management, Inc. The Prudential Insurance Company of America Pruco Life Insurance Company Security Life of Denver Insurance Company American Skandia Life Assurance Corporation Prudential Retirement Insurance and Annuity Company Time Insurance Company (f/k/a Fortis Insurance Company) American Memorial Life Insurance Company Physicians Mutual Insurance Company

LETTER AMENDMENT NO. 2 to AMENDED AND RESTATED MASTER SHELF AGREEMENT
Master Shelf Agreement • November 3rd, 2005 • Crosstex Energy Lp • Crude petroleum & natural gas • New York

Prudential Investment Management, Inc. The Prudential Insurance Company of America Pruco Life Insurance Company Pruco Life Insurance Company of New Jersey Gibraltar Life Insurance Co., Ltd. RGA Reinsurance Company Connecticut General Life Insurance Company Zurich American Insurance Company c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, Texas 75201

LETTER AMENDMENT NO. 4 TO MASTER SHELF AGREEMENT
Master Shelf Agreement • November 27th, 2006 • Layne Christensen Co • Construction - special trade contractors

Prudential Investment Management, Inc. The Prudential Insurance Company of America Pruco Life Insurance Company Security Life of Denver Insurance Company American Skandia Life Assurance Corporation Prudential Retirement Insurance and Annuity Company Time Insurance Company (f/k/a Fortis Insurance Company) American Memorial Life Insurance Company Physicians Mutual Insurance Company

LETTER AMENDMENT NO. 3 to AMENDED AND RESTATED MASTER SHELF AGREEMENT
Master Shelf Agreement • March 16th, 2006 • Crosstex Energy Lp • Crude petroleum & natural gas • New York

Prudential Investment Management, Inc. The Prudential Insurance Company of America Pruco Life Insurance Company Pruco Life Insurance Company of New Jersey Gibraltar Life Insurance Co., Ltd. RGA Reinsurance Company Connecticut General Life Insurance Company Zurich American Insurance Company The Prudential Life Insurance Company, Ltd. Prudential Retirement Insurance and Annuity Company MTL Insurance Company c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, Texas 75201

LETTER AMENDMENT NO. 6 TO MASTER SHELF AGREEMENT
Master Shelf Agreement • October 16th, 2009 • Layne Christensen Co • Construction - special trade contractors • Kansas

Prudential Investment Management, Inc. The Prudential Insurance Company of America Pruco Life Insurance Company Security Life of Denver Insurance Company Prudential Annuities Life Assurance Corporation (f/k/a American Skandia Life Assurance Corporation) Prudential Retirement Insurance and Annuity Company Time Insurance Company (f/k/a Fortis Insurance Company) American Memorial Life Insurance Company Physicians Mutual Insurance Company c/o Prudential Capital Group 2200 Ross Avenue, Suite 4200E Dallas, Texas 75201

LETTER AMENDMENT NO. 3 TO AMENDED AND RESTATED MASTER SHELF AGREEMENT December 18, 2015
Master Shelf Agreement • February 19th, 2016 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)
SENIOR NOTES
Master Shelf Agreement • September 4th, 2003 • Layne Christensen Co • Construction - special trade contractors • New York
LETTER AMENDMENT NO. 2 AND LIMITED CONSENT TO AMENDED AND RESTATED NOTE PURCHASE, GUARANTY AND MASTER SHELF AGREEMENT
Master Shelf Agreement • January 6th, 2011 • Helen of Troy LTD • Electric housewares & fans • New York

We refer to the Amended and Restated Note Purchase, Guaranty and Master Shelf Agreement dated as of December 31, 1996, as amended by Letter Amendment No. 1 dated as of August 30, 2001 (as so amended, the “Agreement”), among Helen of Troy L.P., a Texas limited partnership (the “Company”), Helen of Troy Limited, a Bermuda company, Helen of Troy Limited, a Barbados company, Helen of Troy Texas Corporation, a Texas corporation (“HOT-Texas”), Helen of Troy Nevada Corporation, a Nevada corporation, HOT Nevada Inc., a Nevada corporation (collectively, the “Guarantors”), and The Prudential Insurance Company of America (“Prudential”). Unless otherwise defined in this Letter Amendment No. 2 and Limited Consent to Amended and Restated Note Purchase, Guaranty and Master Shelf Agreement (this “Amendment”), the terms defined in the Agreement shall be used herein as therein defined.

LETTER AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED MASTER SHELF AGREEMENT
Master Shelf Agreement • November 25th, 2005 • Western Gas Resources Inc • Natural gas distribution • New York

We refer to the Third Amended and Restated Master Shelf Agreement dated as of December 19, 1991 (effective as of January 13, 2003), as amended by Letter Amendment No. 1 to Third Amended and Restated Master Shelf Agreement dated as of April 24, 2003, Letter Amendment No. 2 to Third Amended and Restated Master Shelf Agreement dated as of June 29, 2004 and Letter Amendment No. 3 to Third Amended and Restated Master Shelf Agreement dated as of December 15, 2004 (as amended, the “Agreement”), among Prudential, the Purchasers party thereto and Western Gas Resources, Inc., a Delaware corporation (the “Company”). Unless otherwise defined in this Letter Amendment No. 4 to Third Amended and Restated Master Shelf Agreement (this “Amendment”), the terms defined in the Agreement shall be used herein as therein defined.

CROSSTEX ENERGY SERVICES, L.P. SENIOR SECURED NOTES MASTER SHELF AGREEMENT Dated as of June 3, 2003
Master Shelf Agreement • July 10th, 2003 • Crosstex Energy Lp • Crude petroleum & natural gas • New York

Prudential Investment Management, Inc. (herein called "Prudential") Each Prudential Affiliate (as hereinafter defined) which becomes bound by certain provisions of this Agreement as hereinafter provided (together with Prudential, the "Purchasers") c/o Prudential Capital Group Gateway Center Four 100 Mulberry Street Newark, NJ 07102-4069

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MDU ENERGY CAPITAL, LLC Senior Notes MASTER SHELF AGREEMENT Dated as of August 9, 2007
Master Shelf Agreement • August 16th, 2007 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
WESTERN GAS RESOURCES, INC. SENIOR NOTES THIRD AMENDED AND RESTATED MASTER SHELF AGREEMENT Dated as of December 19, 1991 (Effective as of January 13, 2003)
Master Shelf Agreement • March 24th, 2003 • Western Gas Resources Inc • Natural gas transmission • New York

1A. Restatement and Amendment of Existing Agreement. The Company and PICA entered into a Master Shelf Agreement dated as of December 19, 1991 as amended by Letter Amendment No. 1 dated October 22, 1992 (the "Original Agreement"). On July 22, 1993, the Company and PICA entered into an Amended and Restated Master Shelf Agreement which Amended and Restated the Original Agreement in its entirety. Such Amended and Restated Master Shelf Agreement was further amended by the Second Amended and Restated Master Shelf Agreement effective as of January 31, 1996. Such Second Amended and Restated Master Shelf Agreement has been amended by Letter Amendment No. 1 dated November 21, 1997, Letter Amendment No. 2 dated March 31, 1999, Limited Waiver, Consent, Release and Amendment No. 3 dated June 1, 1999, Limited Waiver, Consent, Release and Amendment No. 4 dated August 25, 2000, Letter Amendment No. 5 dated March 30, 2001 and Letter Amendment No. 6 dated March 1, 2002. (The Second Amended and Restated

CROSSTEX ENERGY, L.P. SENIOR SECURED NOTES AMENDED AND RESTATED MASTER SHELF AGREEMENT Dated as of March 31, 2005
Master Shelf Agreement • April 6th, 2005 • Crosstex Energy Lp • Crude petroleum & natural gas • New York

The undersigned, Crosstex Energy, L.P., a Delaware limited partnership (the “Company”), and Crosstex Energy Services, L.P., a Delaware limited partnership whose general partner and majority owner are wholly-owned Subsidiaries of the Company (the “Prior Issuer”), hereby agree with you as follows:

AMENDMENT NO. 2 TO
Master Shelf Agreement • May 5th, 2005 • SCS Transportation Inc • Trucking (no local)

Pruco Life Insurance Company Reliastar Life Insurance Company Southland Life Insurance Company Each Prudential Affiliate (as defined herein)

LETTER AMENDMENT NO. 2 TO AMENDED AND RESTATED MASTER SHELF AGREEMENT December 19, 2007 Prudential Investment Management, Inc. General Electric Capital Assurance The Prudential Insurance Company Company of America General Electric Life and Annuity...
Master Shelf Agreement • February 19th, 2016 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)

We refer to the Amended and Restated Master Shelf Agreement dated as of December 27, 1999 (effective as of April 29, 2005), as amended by Letter Amendment No. 1 to Amended and Restated Master Shelf Agreement dated May 17, 2006 (as amended, 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

LETTER AMENDMENT NO. 1 to MASTER SHELF AGREEMENT
Master Shelf Agreement • May 7th, 2004 • Crosstex Energy Lp • Crude petroleum & natural gas • New York

Prudential Investment Management, Inc. The Prudential Insurance Company of America Pruco Life Insurance Company c/o Prudential Capital Group Gateway Center Four 100 Mulberry Street Newark, New Jersey 08102-4069

LETTER AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED MASTER SHELF AGREEMENT
Master Shelf Agreement • May 13th, 2003 • Western Gas Resources Inc • Natural gas transmission • New York
LETTER AMENDMENT NO. 2 to MASTER SHELF AGREEMENT
Master Shelf Agreement • August 11th, 2004 • Crosstex Energy Lp • Crude petroleum & natural gas • New York

Prudential Investment Management, Inc. The Prudential Insurance Company of America Pruco Life Insurance Company Each of other purchasers of Series C Notes

FIRST AMENDMENT TO AMENDED AND RESTATED MASTER SHELF AGREEMENT
Master Shelf Agreement • December 22nd, 2009 • Saia Inc • Trucking (no local) • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED MASTER SHELF AGREEMENT (this “Amendment”) is made and entered into as of December 22, 2009, by and among SAIA, Inc., a Delaware corporation (the “Company”), The Prudential Insurance Company of America and the other holders of Notes (as defined in the Agreement defined below) that are signatories hereto (together with their successors and assigns, the “Noteholders”).

LETTER AMENDMENT NO. 7 TO MASTER SHELF AGREEMENT
Master Shelf Agreement • October 16th, 2009 • Layne Christensen Co • Construction - special trade contractors • Kansas

Prudential Investment Management, Inc. The Prudential Insurance Company of America Pruco Life Insurance Company Security Life of Denver Insurance Company Prudential Annuities Life Assurance Corporation (f/k/a American Skandia Life Assurance Corporation) Prudential Retirement Insurance and Annuity Company Time Insurance Company (f/k/a Fortis Insurance Company) American Memorial Life Insurance Company Physicians Mutual Insurance Company

LETTER AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED MASTER SHELF AGREEMENT March 1, 2002
Master Shelf Agreement • May 14th, 2002 • Western Gas Resources Inc • Natural gas transmission

We refer to the Second Amended and Restated Master Shelf Agreement dated as of December 19, 1991 (effective January 31, 1996), as amended by Letter Amendment No. 1 dated November 21, 1997, Letter Amendment No. 2 dated March 31, 1999, Limited Waiver, Consent, Release and Amendment No. 3 dated June 1, 1999, Limited Waiver, Consent, Release and Amendment No. 4 dated August 25, 2000 and Letter Amendment No. 5 dated March 30, 2001 (as amended, the "Agreement") among the undersigned, Western Gas Resources, Inc. (the "Company") and you. Unless otherwise defined herein, the terms defined in the Agreement shall be used herein as therein defined.

AMENDMENT NO. 3 AND LIMITED CONSENT AND WAIVER to MASTER SHELF AGREEMENT
Master Shelf Agreement • July 7th, 2006 • SCS Transportation Inc • Trucking (no local) • New York

Pruco Life Insurance Company Reliastar Life Insurance Company Southland Life Insurance Company Each Prudential Affiliate (as defined herein)

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