exv4w2






Exhibit 4.2




LETTER AMENDMENT NO. 6 TO MASTER SHELF AGREEMENT




March 31, 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 and Letter
Amendment No. 5 to Master Shelf Agreement dated October 15, 2007 (as so amended, the “Master Shelf
Agreement”) among Layne Christensen Company (the “Company”), 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 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 Master Shelf Agreement shall be used herein as
therein defined.



     The Company desires to amend the Master Shelf Agreement as set forth below, and Prudential and
the Purchasers are willing to agree to such amendments, upon and subject to the terms and
conditions set forth herein (this “Letter Amendment”).



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



     1. Amendments to the Agreement. Subject to the accuracy of the representations and warranties
set forth in paragraph 2 hereof and satisfaction of the conditions set forth in paragraph 3 hereof,
the undersigned holders of the Notes hereby agree with the Company to amend, effective as of the
date first above written, the Master Shelf Agreement as follows:



     (a) Paragraph 6. NEGATIVE COVENANTS. Paragraph 6 of the Master Shelf Agreement is amended by
amending and restating Paragraph 6K in its entirety as follows:




“6K. Commodity Hedging Obligations. The Company shall not, and shall not permit any
Subsidiary to, enter into or be bound by any Hedging Obligations with respect to commodities
other than Hedging Obligations by the Company or a Subsidiary Guarantor with respect to PDP
Reserves of the Company and its Subsidiaries; provided that the notional volumes for all
such Hedging Obligations permitted pursuant to this paragraph 6K shall not at any time
exceed (I) for the period from and including April 1, 2009 through and including April 30,
2010, 125% of the reasonably anticipated projected production over the following 12-month
period from PDP Reserves of the Company and its Subsidiaries, and (II) for all other
periods, 75% of the reasonably anticipated projected production over the following 12-month
period from PDP Reserves of the Company and its Subsidiaries. For purposes of this
paragraph, “PDP Reserves” shall mean “proved developed producing reserves” as defined by the
Board of Directors of the Society for Petroleum Engineers (SPE) Inc.”



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     (b) Paragraph 10. DEFINITION; ACCOUNTING MATTERS. Paragraph 10 of the Master Shelf Agreement
is amended by adding the following to the end of Paragraph 10C:




For purposes of calculating Indebtedness, Priority Debt, Total Indebtedness and all other
defined terms in Paragraph 10 of this Agreement, and for purposes of determining compliance
with the covenants contained in Paragraph 6A of this Agreement, any election by the Company
to measure an item of Indebtedness using fair value (as permitted by Statement of Financial
Accounting Standards No. 159 or any similar accounting standard, as amended or replaced from
time to time) shall be disregarded, and such calculation or determination shall be made as
if any such election had not been made.”



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



     (a) No Defaults. No Default or Event of Default exists under the Master Shelf 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 Master Shelf 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 Letter 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 Letter 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 Letter Amendment from all parties hereto;



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



     (c) satisfactory written evidence of the consent to the execution and delivery of this Letter
Amendment by the Company’s lenders under the Bank Agreement;



     (d) satisfactory written evidence of the amendment of similar provisions of the Bank
Agreement; and



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



     4. Miscellaneous.



     (a) Effect on Agreement. On and after the effective date of this Letter Amendment, each
reference in the Master Shelf Agreement to “this Agreement”, “hereunder”, “hereof”, or words of
like import referring to the Master Shelf Agreement, and each reference in the Notes to “the
Agreement”, “thereunder”, “thereof”, or words of like import referring to the Master Shelf
Agreement, shall mean the Master Shelf Agreement as amended by this Letter Amendment. The Master
Shelf 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 Master Shelf Agreement nor constitute a waiver of
any provision of the Master Shelf Agreement.



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     (b) Counterparts. 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.



     (c) Governing Law. THIS LETTER 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 Letter Amendment to Layne Christensen Company, 1900
Shawnee Mission Parkway, Mission Woods, Kansas 66205, Attention: 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 	 	 
	 
	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 	 



Signature Page to Letter Amendment No. 6 to Master Shelf Agreement




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	PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

(F/K/A AMERICAN SKANDIA LIFE ASSURANCE CORPORATION)
 	 	 
	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 	 



	 	 	 	 	 
	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 	 



Signature Page to Letter Amendment No. 6 to Master Shelf Agreement




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	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. 6 to Master Shelf Agreement





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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
Master Shelf Agreement referred to in the foregoing Letter Amendment, hereby consent to said Letter
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 Letter Amendment, all references in the
Guaranty to the Master Shelf Agreement, “thereunder”, “thereof”, or words of like import referring
to the Master Shelf Agreement shall mean the Master Shelf Agreement as amended by said Letter
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

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 	 



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	 	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 	 
	 




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