Wdesk | Exhibit





	
	
	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 Assurance

	Pruco Life Insurance Company
	  Company

	Pruco Life Insurance Company of New Jersey
	First Colony Life Insurance Company

	Hartford Life Insurance Company
	 

	Security Life of Denver Insurance Company
	 

	ING USA Annuity and Life Insurance Company
	 

	Reliastar Life Insurance Company
	 

	ING Life Insurance and Annuity Company
	 

	United of Omaha Life Insurance Company
	 

	Mutual of Omaha Insurance Company
	 

	The Prudential Life Insurance Company, Ltd.
	 

	Prudential Retirement Insurance and Annuity 
  Company
	 

	Security Benefit Life Insurance Company, Inc.
	 

	Farmers New World Life Insurance Company
	 

	Zurich American Insurance Company
	 

	Physicians Mutual Insurance Company
	 

	American Skandia Life Assurance Corporation
	 

	RGA Reinsurance Company
	 

	Union Security Insurance Company
	 

	American Bankers Insurance Company of Florida, Inc.
	 

	Gibraltar Life Insurance Co., Ltd.
	 

	MTL Insurance Company
	 

	c/o Prudential Capital Group
	 

	2200 Ross Avenue, Suite 4200E
	 

	Dallas, Texas 75201
	 

	 
	 




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), 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






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”), Gibraltar Life Insurance Co. Ltd. (“Gibraltar"), MTL Insurance Company ("MTL"), 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, Gibraltar, MTL, GECAC and GELAAC, the "Holders").   Unless otherwise defined herein, the terms defined in the Agreement shall be used herein as therein defined.


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 7.1.  Clauses (c) and (d) of Section 7.1 of the Agreement are amended in full to read as follows:


"(c)        Reserved.


(d)        Reserved."


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.  

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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., 1200 W. Century Ave., Bismarck, ND 58503, 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/ Terry D. Hildestad




  Name: Terry D. Hildestad
  Title:   Chairman of the Board,     President and Chief Executive Officer
Agreed as of the date first above written:


PRUDENTIAL INVESTMENT
MANAGEMENT, INC.




	
		
	By:
	/s/ Brian N. Thomas




Vice President




THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA


	
		
	By:
	/s/ Brian N. Thomas




Vice President




PRUCO LIFE INSURANCE COMPANY


	
		
	By:
	/s/ Brian N. Thomas




Vice President




PRUCO LIFE INSURANCE COMPANY
OF NEW JERSEY


	
		
	By:
	/s/ Brian N. Thomas




Vice President





3







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/ Brian N. Thomas




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/ Brian N. Thomas




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/ Brian N. Thomas




Vice President





















4







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/ Brian N. Thomas




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/ Brian N. Thomas




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/ Brian N. Thomas




Vice President

5









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/ Brian N. Thomas




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/ Brian N. Thomas




Vice President




PRUDENTIAL RETIREMENT INSURANCE
AND ANNUITY COMPANY


By:    Prudential Investment Management, Inc.,
as investment manager


    
	
		
	By:
	/s/ Brian N. Thomas




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/ Brian N. Thomas




Vice President



6









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/ Brian N. Thomas




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/ Brian N. Thomas




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/ Brian N. Thomas




Vice President



























7







AMERICAN SKANDIA LIFE ASSURANCE 
CORPORATION


By:    Prudential Investment Management, Inc.,
as investment manager


    
	
		
	By:
	/s/ Brian N. Thomas




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/ Brian N. Thomas




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/ Brian N. Thomas




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/ Brian N. Thomas




Vice President







8







GIBRALTAR LIFE INSURANCE CO., LTD.


By:    Prudential Investment Management (Japan),
Inc., as Investment Manager


By:    Prudential Investment Management, Inc.,
as Sub-Adviser




	
		
	By:
	/s/ Brian N. Thomas




Vice President




MTL INSURANCE COMPANY


By:    Prudential Private Placement Investors,
L.P. (as Investment Advisor)


By:     Prudential Private Placement Investors, Inc.
(as its General Partner)




	
		
	By:
	/s/ Brian N. Thomas




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:



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