EX-4.1



 Exhibit 4.1 

LAYNE CHRISTENSEN COMPANY 

AS ISSUER 
  

 
 4.25%
CONVERTIBLE SENIOR NOTES DUE 2018 
  
  

FIRST SUPPLEMENTAL INDENTURE 

DATED AS OF JUNE 14, 2018 

to 
 INDENTURE 

DATED AS OF NOVEMBER 12, 2013 

 
  

U.S. BANK NATIONAL ASSOCIATION 

AS TRUSTEE 
  

 
  







 FIRST SUPPLEMENTAL INDENTURE 

FIRST SUPPLEMENTAL INDENTURE dated as of June 14, 2018 (this “First Supplemental Indenture”), among Layne Christensen
Company, a Delaware corporation (the “Company”) and U.S. Bank National Association, a federal savings bank, as trustee (the “Trustee”). 

W I T N E S S E T H: 

WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of November 12, 2013 (the “Indenture”),
pursuant to which the Company issued its 4.25% Convertible Senior Notes due 2018 (the “Notes”); 
 WHEREAS, the Company,
Granite Construction Incorporated, a Delaware corporation (“Granite”), and Lowercase Merger Sub Incorporated, a Delaware corporation and a wholly owned subsidiary of Granite (“Merger Sub”), entered into an Agreement
and Plan of Merger, dated as of February 13, 2018 (the “Merger Agreement”); 
 WHEREAS, pursuant to the Merger
Agreement and subject to the terms and conditions therein, Merger Sub will merge with and into the Company (the “Merger” or “Merger Event”), with the Company continuing as the surviving corporation; 

WHEREAS, pursuant to the Merger Agreement and subject to the terms and conditions therein, at the effective time of the Merger, each share of
common stock (other than shares to be cancelled in accordance with Section 3.01(a) of the Merger Agreement), par value $0.01 per share, of the Company (the “Layne Common Stock”) issued and outstanding immediately prior to the
effective time of the Merger, will be converted into the right to receive 0.27 shares of common stock, par value $0.01, of Granite (the “Granite Common Stock”) and, if applicable, cash in lieu of fractional shares of Granite Common
Stock, as specified in the Merger Agreement; 
 WHEREAS, the Merger is permitted under Section 5.01 of the Indenture as a
“Reorganization Event” so long as certain conditions have been met; 
 WHEREAS, pursuant to Section 10.08(a) of the
Indenture, following consummation of the Merger, the Conversion Consideration due upon conversion of any Notes, and the conditions to any such conversion, will be determined in the same manner as if each reference to any number of shares of Layne
Common Stock in Article 10 of the Indenture were instead a reference to the same number of Reference Property Units; 
 WHEREAS, pursuant to
Section 10.03(a)(i)(A) of the Indenture, on May 14, 2018 the Company notified the Holders through the Trustee, that it had elected Cash Settlement as the Settlement Method for conversion of the Notes with Conversion Dates occurring on or
after May 15, 2018, and prior to the Close of Business on the Scheduled Trading Day immediately preceding the Maturity Date; 

  
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 WHEREAS, Section 10.08(a) of the Indenture also provides that at or before the effective
date of the Merger Event, the Company will execute and deliver to the Trustee a supplemental indenture pursuant to Section 9.03 of the Indenture; 

WHEREAS, in connection with the execution and delivery of this First Supplemental Indenture, the Trustee has received an Officers’
Certificate and an Opinion of Counsel as contemplated by Sections 5.01(c), 9.03, 10.08(b)(ii)(A), 12.03 and 12.04 of the Indenture; and 

WHEREAS, the Company and Granite have requested that the Trustee execute and deliver this First Supplemental Indenture and have satisfied all
requirements necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms. 
 NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 

ARTICLE 1 
 DEFINITIONS 

Section 1.01    Definitions. A term defined in the Indenture has the same meaning when used in this First
Supplemental Indenture unless such term is otherwise defined herein or amended or supplemented pursuant to this First Supplemental Indenture. The words “herein,” “hereof,” “hereunder,” and words of similar import refer
to this First Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision hereof. 

“Reference Property Unit” means 0.27 shares of Granite Common Stock and, if applicable, cash in lieu of fractional shares of
Granite Common Stock, as specified in the Merger Agreement. 
 ARTICLE 2 

AMENDMENT OF INDENTURE 

Section 2.01    Settlement Method. Pursuant to Section 9.01 and Section 10.03 of the Indenture, the
Settlement Method irrevocably elected by the Company is Cash Settlement. 
 Section 2.02    Conversion
Right. Pursuant to Section 10.08(a) of the Indenture, as a result of the Merger, from and after the effective date of the Merger, the Conversion Consideration due upon conversion of any Notes, and the conditions to any such conversion, will
be determined in the same manner as if each reference to any number of shares of Layne Common Stock in Article 10 of the Indenture were instead a reference to the same number of Reference Property Units. The provisions of Section 10.01(b)
of the Indenture respecting when a Holder of Notes may surrender its Notes for conversion, will continue to apply, mutatis mutandis, to the Holders’ right to convert each Note. 

  
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 Section 2.03    Adjustments to Conversion Rate. For avoidance of
doubt, immediately following the Merger, the Conversion Rate will be 11.7739 shares of Granite Common Stock per $1,000 principal amount of Notes, subject thereafter to adjustments as set forth in the Indenture. 

Section 2.04    Adjustments to Additional Shares Table. For the avoidance of doubt, immediately following the
Merger, the following table sets forth hypothetical Make-Whole Fundamental Change Effective Dates, Stock Prices for Granite Common Stock and the number of Additional Shares of Granite Common Stock by which the Conversion Rate will be increased per
$1,000 principal amount of Notes for a Holder that converts a Note in connection with a Make-Whole Fundamental Change having such Make-Whole Fundamental Change Effective Date and Stock Price. The following table amends and restates the table in
Section 10.07(d) of the Indenture. 
  

																																									
	 	  	Stock Price	 
	 Effective Date
	  	$65.33	 	  	$74.07	 	  	$84.93	 	  	$96.30	 	  	$110.41	 	  	$129.63	 	  	$155.56	 	  	$203.70	 	  	$259.26	 	  	$333.33	 
	 November 15, 2017
	  	 	3.5322	 	  	 	1.7801	 	  	 	0.7799	 	  	 	0.4633	 	  	 	0.3402	 	  	 	0.2752	 	  	 	0.2235	 	  	 	0.1636	 	  	 	0.1222	 	  	 	0.0885	 
	 November 15, 2018
	  	 	3.5322	 	  	 	1.7261	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 	  	 	0.0000	 

 Section 2.05    Indenture Remains in Full force and Effect. Except as
supplemented by this First Supplemental Indenture, all provisions in the Indenture will remain in full force and effect. 

Section 2.06    Trustee Matters. The Trustee accepts this First Supplemental Indenture, and agrees to perform
the same upon the terms and conditions set forth therein. The Trustee will be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not
elsewhere herein so provided. The recitals contained in this First Supplemental Indenture will be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the
validity or sufficiency of this First Supplemental Indenture. 
 ARTICLE 3 

INDENTURE 

Section 3.01    Ratification of Indenture. The Indenture is in all respects ratified and confirmed, and this
First Supplemental Indenture will be deemed part of the Indenture in the manner and to the extent herein and therein provided. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or will be
construed to be assumed, by the Trustee by reason of this First Supplemental Indenture. This First Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force
and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. 

Section 3.02    The Trustee. The Trustee will not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company. 

  
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 Section 3.03    Governing Law and Waiver of Jury Trial. THIS
FIRST SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

Section 3.04    Benefits of this First Supplemental Indenture. Nothing in this First Supplemental Indenture,
expressed or implied, will give to any Person, other than the parties hereto, any Paying Agent, Conversion Agent, Registrar, and their successors hereunder, and the Holders any benefit or any legal or equitable right, remedy or claim under this
First Supplemental Indenture. 
 Section 3.05    Multiple Originals. The parties may sign any number of
copies of this First Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement. One signed copy is enough to prove this First Supplemental Indenture. The exchange of copies of this First
Supplemental Indenture and of signature pages by facsimile or PDF transmission will constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF will be deemed to be their original signatures for all purposes. 

Section 3.06    Submission to Jurisdiction. The Company: (a) agrees that any suit, action or proceeding
against it arising out of or relating to this First Supplemental Indenture, may be instituted in any U.S. federal court with applicable subject matter jurisdiction sitting in The City of New York; (b) waives, to the fullest extent permitted by
applicable law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, and any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum; and
(c) submits to the nonexclusive jurisdiction of such courts in any suit, action or proceeding. 

Section 3.07    Headings. The headings of the articles and sections of this First Supplemental Indenture have
been inserted for convenience of reference only, are not intended to be considered a part hereof, and will not modify or restrict any of the terms or provisions hereof. 

[NEXT PAGE IS SIGNATURE PAGE] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly
executed, all as of the date first written above. 
  

					
	LAYNE CHRISTENSEN COMPANY,
		
	By:	 	 /s/ J. Michael Anderson

	Name:	 	J. Michael Anderson	 	
	Title:	 	Senior Vice President, Chief Financial
		 	Officer and President of Layne Water Midstream


  
 [Signature Page
for First Supplemental Indenture – 4.25% Notes] 









			
	 U.S. BANK NATIONAL ASSOCIATION,
 as
Trustee

		
	By:	 	 /s/ Connie Jaco

	Name:	 	Connie Jaco
	Title:	 	Vice President


  
 [Signature Page for
First Supplemental Indenture – 4.25% Notes]