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
