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Master Shelf Agreement

EXECUTION VERSION

LETTER AMENDMENT NO.3
TO
MASTER SHELF AGREEMENT

Prudential Investment Management, Inc.
The Prudential Insurance Company of America
Pruco Life Insurance Company
Security Life of Denver Insurance Company
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 and Amendment No. 2 to Master Shelf Agreement dated September 28, 2005 (as amended, the 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, 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. Unless otherwise defined herein, the terms defined in the Agreement shall be used herein as therein defined.

The Company desires to amend the 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.

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 Agreement as follows:

(a) Paragraph 6. NEGATIVE COVENANTS. Paragraph 6 of the Agreement is amended by:

(I) amending Paragraph 6A(4) in its entirety as follows:

6A(4). Priority Debt. The Company will not permit Priority Debt to exceed (i) for all periods prior to September 1, 2008, the greater of (a) 10% of Tangible Net Worth as calculated as of any date, and (b) $12,000,000, and (ii) for all periods from and after September 1, 2008, 10% of Tangible Net Worth as calculated as of any date.

(II) in Paragraph 6B(1), (A) deleting and at the end of clause (x) thereof, (B) deleting the existing clause (xi), and (D) adding the following new clauses (xi) and (xii) thereto:

(xi) surety bonds listed on Exhibit A attached to the Third Amendment; and

(xii) Liens other than those described in clauses (i) (xi) above that secure Indebtedness (other than Indebtedness under the Bank Agreement); provided that after granting such Lien the Company is in compliance with paragraph 6(A).

(b) Paragraph 10B. Other Terms. Paragraph 10B of the Agreement is amended to:

(I) add the following definition of Third Amendment in alphabetical order:

Third Amendment shall mean that certain Letter Amendment No. 3 to Master Shelf Agreement dated as of June 16, 2006.

(II) amend the definition of Indebtedness by adding, at the end thereof, the following:

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