exv4w1






Exhibit 4.1




LETTER AMENDMENT NO. 7

TO

MASTER SHELF AGREEMENT




As of October 1, 2009




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




Ladies and Gentlemen:




     We refer to the Master Shelf Agreement dated as of July 31, 2003 and amended by Letter
Amendment No. 1 to Master Shelf Agreement dated May 15, 2004, Letter Amendment No. 2 to Master
Shelf Agreement dated September 28, 2005, Letter Amendment No. 3 to Master Shelf Agreement dated
June 16, 2006, Letter Amendment No. 4 to Master Shelf Agreement dated November 20, 2006, Letter
Amendment No. 5 to Master Shelf Agreement dated October 15, 2007 and Letter Amendment No. 6 to
Master Shelf Agreement dated March 31, 2009 (as so amended, the “Agreement”) among Layne
Christensen Company (the “Company”), Prudential Investment Management, Inc. (“Prudential”), 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 and Physicians Mutual
Insurance Company, pursuant to which the Company has issued and the Purchasers have purchased (i)
Series A Notes of the Company in the aggregate principal amount of $40,000,000 and (ii) Series B
Notes of the Company in the aggregate principal amount of $20,000,000. Unless otherwise defined
herein, the terms defined in the Agreement shall be used herein as therein defined.



     The Company desires to amend the Agreement (this “Amendment”) to (i) reinstate and extend the
Issuance Period and (ii) establish that the amount of the Notes



 









 







available to be issued under the Agreement during the extended Issuance Period equals
$50,000,000, and Prudential and the Purchasers are willing to agree to such amendments, upon and
subject to the terms and conditions set forth herein.



     Therefore, for good and valuable consideration, it is hereby agreed by you and us as follows:


1. Amendments to the Agreement. Subject to the satisfaction of the conditions set forth in
paragraph 3 hereof, Prudential and the undersigned holders of the Notes hereby agree with the
Company to amend, effective as of the date first above written, the Agreement as follows:




     (a) Paragraph 1 (Authorization of Issue of Notes). Paragraph 1 of the Agreement is amended by
deleting such paragraph in its entirety and replacing it with the following:




     “1. AUTHORIZATION OF ISSUE OF NOTES. (a) The Company has authorized under this
Agreement the issuance of Series A Notes in the original principal amount of $40,000,000
and Series B Notes in the original principal amount of $20,000,000. (b) The Company will
authorize the further issue of its senior promissory notes (the ‘Notes’) in the aggregate
principal amount of $50,000,000, to be dated the date of issue thereof; to mature, in the
case of each Note so issued, no more than ten 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 seven
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 paragraph 2F; and to be
substantially in the form of Exhibit A-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 principal
prepayment dates, (iii) the same principal prepayment 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. Capitalized terms used herein have the meanings specified in paragraph 10.”



     (b) Paragraph 2A (Facility). Paragraph 2A of the Agreement is amended by deleting such
paragraph in its entirety and replacing it with the following:




     “2A. 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 by Prudential Affiliates of Notes pursuant to this Agreement. The willingness of
Prudential to consider such purchase of Notes is herein called the ‘Facility’. At any
time, the aggregate principal amount of Notes



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stated in paragraph 1(b), minus the aggregate principal amount of Notes (not
including the Series A Notes and the Series B Notes referred to in paragraph 1(a))
purchased and sold pursuant to this Agreement prior to such time, minus the
aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet
been purchased and sold hereunder prior to such time is herein called the ‘Available
Facility Amount’ at such time. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER
PURCHASES OF NOTES BY PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS
UNDERSTANDING THAT, EXCEPT AS PROVIDED IN PARAGRAPH 2H, 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.”



     (c) Paragraph 2B (Issuance Period). Paragraph 2B of the Agreement is amended by replacing
“September 15, 2009” therein with “September 15, 2012”.



     (d) Paragraph 2I(2) (Issuance Fee). Paragraph 2I(2) of the Agreement is amended by deleting
such paragraph in its entirety and replacing it with the following:




     “2I(2). Issuance Fee. The Company will pay to each Purchaser in immediately available
funds a fee (the ‘Issuance Fee’) on each Closing Day (other than a Closing Day occurring
after October 1, 2009 and on or before December 31, 2009) in an amount equal to 0.15% of
the aggregate principal amount of Notes sold to such Purchaser on such Closing Day.”



     (e) Cover Page. The Cover Page attached to the Agreement is replaced in its entirety by the
Cover Page attached to this Amendment.



     (f) Form of Note. The Form of Note (Exhibit A-1) attached to the Agreement is replaced in its
entirety by the Form of Note attached to this Amendment.



     (g) Form of Request for Purchase. The Form of Request for Purchase (Exhibit B) attached to
the Agreement is replaced in its entirety by the Form of Request for Purchase attached to this
Amendment.



     (h) Form of Confirmation of Acceptance. The Form of Confirmation of Acceptance (Exhibit C)
attached to the Agreement is replaced in its entirety by the Form of Confirmation of Acceptance
attached to this Amendment.



     (i) Form of Written Funding Instructions. The Form of Written Funding Instructions (Exhibit
E) attached to the Agreement is replaced in its entirety by the Form of Written Funding
Instructions attached to this Amendment.



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2. Representations and Warranties. In order to induce Prudential and the Purchasers to enter into
this Amendment, the Company hereby represents and warrants as follows:




     (a) No Defaults. No Default or Event of Default exists under the Agreement, the Notes, the
Subsidiary Guaranty Agreement or any other agreement or instrument executed in connection
therewith, and no default or event of default exists under the Bank Agreement, any agreement or
instrument executed in connection therewith or any other material contract or agreement to which
the Company or any of the Subsidiary Guarantors is a party, and, to the Company’s knowledge, no
such default or event of default is imminent.



     (b) Representations and Warranties. The representations and warranties of the Company and the
Subsidiary Guarantors set forth in the Agreement and the Subsidiary Guaranty Agreement are true and
correct on and as of the date hereof, both before and after giving effect to the effectiveness of
this Amendment (except to the extent such representations and warranties expressly are limited to
an earlier date, in which case such representations and warranties are true and correct on and as
of such earlier date).


3. Effectiveness. This Amendment shall be effective on and as of the date first written above,
subject to the satisfaction of the condition precedent that Prudential and the Purchasers shall
each have received each of the following, in form, scope and substance satisfactory to each of
them:




     (a) duly executed counterparts of this Amendment from all parties hereto;



     (b) satisfactory written evidence of the consent to the execution and delivery of this
Amendment by the Subsidiary Guarantors;



     (c) a structuring fee payable to Prudential, in immediately available funds, in the amount of
$25,000; and



     (d) all documents evidencing other necessary corporate action and governmental approvals, if
any, with respect to the amendments to the Agreement herein contained.


4. Miscellaneous.




     (a) Effect on Agreement. On and after the effective date of this 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 Amendment. The
Agreement, as amended by this 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 Amendment shall not, except as expressly provided herein, operate as a waiver of any



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right, power or remedy under the Agreement nor constitute a waiver of any provision of the
Agreement.



     (b) Counterparts. This 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.



     (c) Governing Law. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.



[Remainder of this page blank; signature pages follow.]




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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 Amendment to Layne Christensen Company, 1900 Shawnee
Mission Parkway, Mission Woods, Kansas 66205, Attention: Senior Vice President — Finance and
Treasurer.



	 	 	 	 	 
	 	Very truly yours,



LAYNE CHRISTENSEN COMPANY

 	 
	 	By:  	/s/ Jerry W. Fanska
 	 
	 	 	Name:  	Jerry W. Fanska 	 
	 	 	Title:  	Sr. VP—Finance 	 
	 



Agreed as of the date first above written:




	 	 	 	 	 
	PRUDENTIAL INVESTMENT MANAGEMENT, INC.

 	 	 
	By:  	/s/ B. Lemons
 	 	 
	 	Name:  	Brian E. Lemons 	 	 
	 	Title:  	Vice President 	 	 
	 
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 	 	 
	By:  	/s/ B. Lemons
 	 	 
	 	Name:  	Brian E. Lemons 	 	 
	 	Title:  	Vice President 	 	 
	 
	PRUCO LIFE INSURANCE COMPANY

 	 	 
	By:  	/s/ B. Lemons
 	 	 
	 	Name:  	Brian E. Lemons 	 	 
	 	Title:  	Vice President 	 	 
	 



Signature Page to Letter Amendment No. 7 to Master Shelf Agreement




 









 








	 	 	 	 	 
	SECURITY LIFE OF DENVER INSURANCE COMPANY

 	 	 
	By:  	Prudential Private Placement Investors, L.P. (as Investment Advisor)
 	 	 
	 
	By:  	Prudential Private Placement Investors, Inc. (as its General Partner)
 	 	 
	 
	By:  	/s/ B. Lemons
 	 	 
	 	Name:  	Brian E. Lemons 	 	 
	 	Title:  	Vice President 	 	 
	 
	PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION (F/K/A AMERICAN SKANDIA LIFE ASSURANCE CORPPORATION)

 	 	 
	By:  	Prudential Investment Management, Inc., as investment manager
 	 	 
	 
	By:  	/s/ B. Lemons
 	 	 
	 	Name:  	Brian E. Lemons 	 	 
	 	Title:  	Vice President 	 	 
	 
	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY

 	 	 
	By:  	Prudential Investment Management, Inc., as investment manager
 	 	 
	 
	By:  	/s/ B. Lemons
 	 	 
	 	Name:  	Brian E. Lemons 	 	 
	 	Title:  	Vice President 	 	 
	 



Signature Page to Letter Amendment No. 7 to Master Shelf Agreement




 









 








	 	 	 	 	 
	TIME INSURANCE COMPANY
 (F/K/A FORTIS INSURANCE COMPANY)

 	 	 
	By:  	Prudential Private Placement Investors, L.P. (as Investment Advisor)
 	 	 
	 
	By:  	Prudential Private Placement Investors, Inc. (as its General Partner)
 	 	 
	 
	By:  	/s/ B. Lemons
 	 	 
	 	Name:  	Brian E. Lemons 	 	 
	 	Title:  	Vice President 	 	 
	 
	AMERICAN MEMORIAL 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/ B. Lemons
 	 	 
	 	Name:  	Brian E. Lemons 	 	 
	 	Title:  	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/ B. Lemons
 	 	 
	 	Name:  	Brian E. Lemons 	 	 
	 	Title:  	Vice President 	 	 
	 



Signature Page to Letter Amendment No. 7 to Master Shelf Agreement





 









 








CONSENT





     The undersigned, as Guarantors under the Subsidiary Guaranty Agreement dated as of July 31,
2003 (the “Guaranty”) in favor of the holders from time to time of the Notes issued pursuant to the
Agreement referred to in the foregoing Amendment, hereby consent to said Amendment and hereby
confirm and agree that the Guaranty is, and shall continue to be, in full force and effect and is
hereby confirmed and ratified in all respects except that, upon the effectiveness of, and on and
after the date of, said Amendment, all references in the Guaranty to the Agreement, “thereunder”,
“thereof”, or words of like import referring to the Agreement shall mean the Agreement as amended
by said Amendment.



	 	 	 	 	 
	 	BOYLES BROS. DRILLING COMPANY

CHRISTENSEN BOYLES CORPORATION

INTERNATIONAL DIRECTIONAL SERVICES, L.L.C.

LAYNE TEXAS, INCORPORATED

MID-CONTINENT DRILLING COMPANY

SHAWNEE OIL & GAS, L.L.C.

STAMM-SCHEELE INCORPORATED

VIBRATION TECHNOLOGY, INC.

LAYNE ENERGY, INC.

LAYNE ENERGY CHERRYVALE, LLC

LAYNE ENERGY CHERRYVALE PIPELINE, LLC

LAYNE ENERGY DAWSON, LLC

LAYNE ENERGY DAWSON PIPELINE, LLC

WINDSOR RESOURCES, LLC 
   (f/k/a Layne Energy Illinois, LLC)

WINDSOR RESOURCES PIPELINE, LLC

   (f/k/a Layne Energy Illinois Pipeline, LLC)

LAYNE ENERGY MARKETING, LLC

LAYNE ENERGY OPERATING, LLC

LAYNE ENERGY OSAGE, LLC

LAYNE ENERGY PIPELINE, LLC

LAYNE ENERGY PRODUCTION, LLC

LAYNE ENERGY RESOURCES, INC.

LAYNE ENERGY SYCAMORE, LLC

LAYNE ENERGY SYCAMORE PIPELINE, LLC

LAYNE WATER DEVELOPMENT AND STORAGE, LLC

 	 
	 	By:  	/s/ Jerry W. Fanska
 	 
	 	 	Name:  	Jerry W. Fanska 	 
	 	 	Title:  	Vice President of each of the above entities 	 
	 



Signature Page to Consent




 









 








	 	 	 	 	 
	 	CHERRYVALE PIPELINE, LLC

REYNOLDS, INC.

INLINER TECHNOLOGIES, LLC

LINER PRODUCTS, LLC

REYNOLDS INLINER, LLC

REYNOLDS TRANSPORT CO.

COLLECTOR WELLS INTERNATIONAL, INC.

INTERNATIONAL WATER CONSULTANTS, INC.

INLINER AMERICAN, INC.

   (f/k/a American Water Services Underground    Infrastructure, Inc.)

MAG CON, INC.

MEADORS CONSTRUCTION CO., INC.

 	 
	 	By:  	/s/ Jerry W. Fanska
 	 
	 	 	Name:  	Jerry W. Fanska 	 
	 	 	Title:  	Vice President of each of the above entities 	 
	 



	 	 	 	 	 
	 	LAYNE DRILLING PTY LTD.

LAYNE CHRISTENSEN AUSTRALIA PTY LTD.

STANLEY MINING SERVICES PTY LTD.

SMS HOLDINGS PTY LTD.

WEST AFRICAN HOLDINGS PTY LTD.

WEST AFRICAN DRILLING SERVICES PTY LTD.

WEST AFRICAN DRILLING SERVICES PTY (NO. 2) LTD.

STANLEY MINING SERVICES (BOTSWANA) PTY LTD.

   (f/k/a Whitfield (Pty) Ltd.)

 	 
	 	By:  	/s/ Jerry W. Fanska
 	 
	 	 	Name:  	Jerry W. Fanska 	 
	 	 	Title:  	Director of each of the above entities 	 
	 



Signature Page to Consent