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| LAYN > SEC Filings for LAYN > Form 8-K on 2-Apr-2009 | All Recent SEC Filings |
2-Apr-2009
Entry into a Material Definitive Agreement, Change in Directors or Principal
On March 31, 2009, Layne Christensen Company (the "Company") entered into
Amendment No. 4 ("Amendment No. 4") to its Amended and Restated Loan Agreement,
dated as of September 28, 2005, between the Company, Bank of America, N.A. (as
successor to LaSalle Bank National Association) ("Bank of America"), as
Administrative Agent, and Bank of America and the other lenders, as Lenders (the
"Loan Agreement"). On the same day, the Company also entered into Letter
Amendment No. 6 ("Letter Amendment No. 6") to its Master Shelf Agreement, dated
March 31, 2009, by and among Layne Christensen 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 (the "Master Shelf
Agreement"). Both Amendment No. 4 and Letter Amendment No. 6 (collectively, the
"Amendments"), among other things, increase the amount of hedging obligations
that the Company may enter into during the period from April 1, 2009 through and
including April 30, 2010 from 75% of the reasonably anticipated projected
coalbed methane gas production over the following 12-month period from proved
developed producing reserves to 125% of the reasonably anticipated projected
coalbed methane gas production over the following 12-month period from proved
developed producing reserves.
The above is a summary of the Amendments and does not purport to be complete.
This summary is qualified in its entirety by reference to Amendment No. 4 and
Letter Amendment No. 6, copies of which are attached hereto as Exhibit 10.1 and
Exhibit 10.2, respectively, and incorporated herein by reference.
At a reconvened meeting of the Board of Directors of Layne Christensen Company (the "Company"), held on March 31, 2009, the Board set goals for certain executive officers of the Company to qualify for a bonus under the Layne Christensen Company Executive Incentive Compensation Plan (the "Plan") for the fiscal year ending January 31, 2010. Awards under the Plan for the fiscal year ending January 31, 2010, for the CEO, CFO and General Counsel will be based upon the achievement of an earnings before income taxes ("EBIT") goal for the Company on a consolidated basis. Awards under the Plan for the fiscal year ending January 31, 2010 for the remaining executives participating in the Plan will be based on the achievement of an EBIT goal for such executive's respective division or business segment.
(c) Exhibits.
10.1 Amendment No. 4 to Amended and Restated Loan Agreement, dated March 31, 2009, by and among Layne Christensen Company, and Bank of America, N.A.
(as successor to LaSalle Bank National Association) ("Bank of America"), as Administrative Agent, and Bank of America and the other lenders a party hereto comprising the Required Lenders.
10.2 Letter Amendment No. 6 to Master Shelf Agreement, dated March 31, 2009, by and among Layne Christensen 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.
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