EX-10.1



 





Exhibit 10.1




Amendment to Agreement and Plan of Merger




     This Amendment to Agreement and Plan of Merger (this “Amendment”), dated July 30, 2007,
is among Layne Christensen Company, a Delaware corporation (“Layne”), and Jeffrey Reynolds,
individually and as agent of the Stockholders (the “Agent”).



Recitals




     Whereas, on August 30, 2005, Layne, the Agent, the Stockholders and certain
other parties entered into an Agreement and Plan of Merger, as amended (the “Original Merger
Agreement”);



     Whereas, Section 1.12 of the Original Merger Agreement provides for an earn-out
payment by Layne to the Stockholders if certain conditions are met relating to the performance of
the Reynolds Division for the first 36 full calendar months following the Effective Time;



     Whereas, the parties desire to determine the amount of the Earn-Out Payment prior to
the end of this 36 month period, and pay or deliver it in accordance with the terms of this
Amendment;



     Now, Therefore, the parties hereby agree as follows:



     1. Earn-Out Payment. Section 1.12 of the Original Merger Agreement is
hereby amended to read in its entirety as follows:



Section 1.12. Earn-Out Payment.




     (a) “Reynolds Division” means the business operations currently owned
by Reynolds consisting of the following water-related lines of business: (i)
water line installation and rehabilitation; (ii) sewage line installation
and rehabilitation; (iii) water and waste water treatment and remediation
systems as historically performed by Reynolds; and (iv) drilling and service
within Reynolds’ traditional geographical markets.




     (b) Layne will deliver an earn-out payment (the “Earn-Out Payment”) to
the Stockholders in the amount of $13,252,000, in the manner, in the form,
in the amounts and at the times described in Sections 1.12(c) and 1.12(d).




     (c) On July 31, 2007, the following Stockholders will receive the
following cash consideration, payable by wire transfer of immediately
available funds to the accounts previously designated by the Agent:



	 	 	 	 	 
	Debbie Chastain
	 	$	592,840.13	 
	Ben Reynolds
	 	$	670,633.63	 
	Patrick Schmidt
	 	$	432,391.03	 
	Mark Accetturo
	 	$	268,253.45	 
	Jim Wells
	 	$	83,829.20	 
	Carl Arvin
	 	$	83,829.20	 
	Brian Schmidt
	 	$	62,871.91	 
	Larry Purlee
	 	$	41,914.60	 
	Jay Burton
	 	$	33,531.68	 







     (d) On or before August 14, 2007, the following Stockholders will
receive the respective number of shares of Layne Common Stock (collectively,
the “Earn-Out Shares”) calculated by dividing (1) the respective amounts
below



 









 





by (2) the average closing share price of Layne Common Stock on the
Nasdaq for the five trading day period commencing July 25, 2007 and ending
July 31, 2007 (rounded up or down to the nearest whole number of shares of
Layne Common Stock):



	 	 	 	 	 
	Jerry Reynolds
	 	$	4,669,286.66	 
	Jeffrey Reynolds
	 	$	4,799,221.93	 
	Debbie Chastain
	 	$	395,226.75	 
	Ben Reynolds
	 	$	447,089.09	 
	Patrick Schmidt
	 	$	288,260.69	 
	Mark Accetturo
	 	$	178,835.64	 
	Jim Wells
	 	$	55,886.14	 
	Carl Arvin
	 	$	55,886.14	 
	Brian Schmidt
	 	$	41,914.60	 
	Larry Purlee
	 	$	27,943.07	 
	Jay Burton
	 	$	22,354.46	 






For example, if the average closing share price of Layne Common Stock on the
Nasdaq for the five day period commencing July 25, 2007 and ending July 31,
2007 is $43.91, Jerry Reynolds would receive 106,338 shares of Layne Common
Stock.




     (e) All consideration paid or delivered under this Section 1.12 will be
considered an adjustment to the Merger Consideration.



     2. Waiver of Rights Under Original Merger Agreement. The Agent,
individually and on behalf of the other Stockholders, hereby waives any and all rights under
Section 1.12 except to the extent specifically set forth in this Amendment.



     3. Construction. Unless otherwise defined herein, capitalized terms used
herein have the meanings set forth in the Original Merger Agreement. The terms of this Amendment
amend and modify the Original Merger Agreement as if fully set forth in the Original Merger
Agreement. If there is any conflict between the terms, conditions and obligations of this
Amendment and the Original Merger Agreement, the terms, conditions and obligations of this
Amendment will control.



     Each of the parties has caused this Amendment to Agreement and Plan of Merger to be duly
executed as of the day and year first above written.



	 	 	 	 	 
	 	Layne Christensen Company

 	 
	 	By:  	/s/ A.B. Schmitt
 	 
	 	 	Andrew B. Schmitt, President and CEO 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	                                   /s/ Jeff Reynolds
 	 
	 	Jeffrey J. Reynolds, individually and 	 
	 	as the Agent of the other Stockholders 	 
	 




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