0000950137-08-012726 Sample Contracts

Layne Christensen Company and National City Bank, as Rights Agent Amended and Restated Rights Agreement Dated as of October 14, 2008
Rights Agreement • October 14th, 2008 • Layne Christensen Co • Construction - special trade contractors • Delaware

represented by such certificate or such book-entry. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 14th, 2008 • Layne Christensen Co • Construction - special trade contractors • Delaware

This Indemnification Agreement, dated as of ___, 200_, is made by and between Layne Christensen Company, a Delaware corporation (the “Corporation”) and (the “Indemnitee”).

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