exv4w4



 





Exhibit 4 (4)




CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

OF

LAYNE CHRISTENSEN COMPANY




          The undersigned, Layne Christensen Company, a Delaware corporation (the “Corporation”), for
the purpose of amending the Certificate of Incorporation of the Corporation, in accordance with the
General Corporation Law of Delaware, does hereby make and execute this Certificate of Amendment of
Certificate of Incorporation and does hereby certify that:




          I. The following resolution proposed by the Board of Directors and adopted by the stockholders
of the Corporation sets forth the amendment adopted:





     RESOLVED, that the Certificate of Incorporation of the Corporation be amended
by deleting all of the present Article X and inserting in lieu thereof the following
Article X:



ARTICLE X

BOARD OF DIRECTORS





     A. Except as may otherwise be provided pursuant to Article IV hereof with
respect to any rights of holders of Preferred Stock to elect additional directors,
the number of directors of the Corporation shall be not less than one (1) nor more
than nine (9), with the then-authorized number of directors being fixed from time to
time by or pursuant to a resolution passed by the Board of Directors of the
Corporation.




     B. Subject to the provisions of this Article X below, until the 2009 annual
meeting of stockholders, when the following classification shall cease, the
directors of the Corporation (other than any directors who may be elected by holders
of Preferred Stock as provided for pursuant to Article IV hereof) shall be and are
divided into three classes: Class I, Class II and Class III. The number of directors
in each class shall be as nearly equal as the then-authorized number of directors
constituting the Board of Directors permits. Until the 2007 annual meeting of
stockholders, each director shall serve for a term ending on the date of the third
annual meeting of stockholders (an “Annual Meeting”) following the Annual Meeting at
which such director was elected; provided, however, that each initial director in
Class I shall serve for a term ending on the date of the Annual Meeting held in
1993, each initial director in Class II shall serve for a term ending on the date of
the Annual Meeting held in 1994, and each initial director in Class III shall serve
for a term ending on the date of the Annual Meeting held in 1995. Directors elected
at and after the 2007 annual meeting of stockholders shall hold office until the
first annual meeting of stockholders following their election and until a successor
shall have been elected and qualified or until the director’s prior death,
resignation or removal. Any director who may be elected by holders of Preferred
Stock as provided for pursuant to Article IV hereof shall serve for a term ending on
the date of the next Annual Meeting following the Annual Meeting at which such
director was elected.



 









 






     C. In the event of any increase or decrease in the authorized number of
directors:




          1. Each director then serving shall nevertheless continue as a director of the
class of which he is a member until the expiration of his term or his prior death,
retirement, resignation or removal; and




          2. Until the 2009 annual meeting of stockholders, except to the extent that an
increase or decrease in the authorized number of directors occurs in connection with
the rights of holders of Preferred Stock to elect additional directors, the
newly-created or eliminated directorships resulting from any increase or decrease
shall be apportioned by the Board of Directors among the three classes so as to keep
the number of directors in each class as nearly equal as possible.




     D. Notwithstanding the provisions of Paragraphs B and C of this Article X, each
director shall serve until his successor is elected and qualified or until his
death, retirement, resignation or removal. Except as may otherwise be provided
pursuant to Article IV hereof with respect to any rights of holders of Preferred
Stock, a director may be removed without cause either by (i) a majority vote of the
directors then in office (including for purposes of calculating the number of
directors then in office the director subject to such removal vote), or (ii) the
affirmative vote of the stockholders holding at least 80% of the capital stock
entitled to vote for the election of directors.




     E. Except as may otherwise be provided pursuant to Article IV hereof with
respect to any rights of holders of Preferred Stock to elect additional directors,
should a vacancy in the Board of Directors occur or be created (whether arising
through death, retirement, resignation or removal or through an increase in the
number of authorized directors), such vacancy shall be filled by the affirmative
vote of a majority of the remaining directors, even though less than a quorum of the
Board of Directors. A director so elected to fill a vacancy shall serve for the
remainder of the term of the class to which he was elected.




     F. During any period when the holders of any series of Preferred Stock have the
right to elect additional directors as provided for or fixed pursuant to the
provisions of Article IV hereof, then upon commencement and for the duration of the
period during which such right continues (i) the then otherwise total and authorized
number of directors of the Corporation shall automatically be increased by such
specified number of directors, and the holders of such Preferred Stock shall be
entitled to elect the additional directors so provided for or fixed pursuant to said
provisions, and (ii) each such additional director shall serve until such director’s
successor shall have been duly elected and qualified, or until such director’s right
to hold such office terminates pursuant to said provisions, whichever occurs
earlier, subject to his earlier death, disqualification, resignation or removal.
Except as otherwise provided by the Board of Directors in the resolution or
resolutions establishing such series, whenever the holders of any



 









 







series of Preferred Stock having such right to elect additional directors are
divested of such right pursuant to the provisions of such stock, the terms of office
of all such additional directors elected by the holders of such stock, or elected to
fill any vacancies resulting from the death, resignation, disqualification or
removal of such additional directors, shall forthwith terminate and the total and
authorized number of directors of the Corporation shall be reduced accordingly.



          II. Such amendment has been duly adopted in accordance with the provisions of Section 242 of
the Delaware Corporation Law, as amended.




          IN WITNESS WHEREOF, this Certificate of Amendment has been executed on behalf of the
Corporation by its President and attested by its Secretary as of June 27, 2006, and each of them
does hereby affirm and acknowledge that this Certificate of Amendment is the act and deed of the
Corporation and that the facts stated herein are true.




	 	 	 	 	 
	 	LAYNE CHRISTENSEN COMPANY

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



(CORPORATE SEAL)




ATTEST:




	 	 	 
	/s/ Steven F. Crooke
	 	 
	 

Steven F. Crooke, Secretary