LETTER AMENDMENT NO. 4 TO MASTER SHELF AGREEMENT
Exhibit 4.2
EXECUTION VERSION
November 20, 2006
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
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
0000 Xxxx Xxxxxx, Xxxxx 0000X
Xxxxxx, Xxxxx 00000
0000 Xxxx Xxxxxx, Xxxxx 0000X
Xxxxxx, Xxxxx 00000
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, Amendment No. 2 to Master Shelf
Agreement dated September 28, 2005 and Letter Amendment No. 3 to Master Shelf Agreement dated June
16, 2006 (as so amended, the “Agreement”) among Xxxxx Xxxxxxxxxxx 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 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 5 (Affirmative Covenants). Paragraph 5 of the Agreement is amended as follows:
(i) Clause (v) of paragraph 5A of the Agreement is amended by replacing “monthly
financial statements” with “quarterly financial statements” therein.
(ii) Paragraph 5J of the Agreement is amended by replacing “The Company will” at the
beginning of such paragraph with the following:
“Other than with respect to Priority Debt and other than with respect to
Indebtedness permitted to be secured pursuant to clauses (xi) and (xii) of
paragraph 6B(1), the Company will”
(b) Paragraph 6 (Negative Covenants). Paragraph 6 of the Agreement is amended as follows:
(i) Paragraph 6A(2) is amended by replacing “3.00 to 1.00” therein with “3.25 for any
date through January 31, 2008, and 3.00 to 1.00 on any date thereafter”.
(ii) Paragraph 6A(4) is amended by deleting such paragraph in its entirety and
replacing it with the following:
“6A(4). Priority Debt. The Company shall not permit Priority Debt at any
time to exceed 10% of Tangible Net Worth.”
(iii) Paragraph 6B(1) is amended by deleting clause (iv)(B) thereof in its entirety
and replacing it with the following:
“(B) excluding surety bonds and similar instruments, consisting of deposits or
pledges to secure bids, tenders, contracts (other than contracts for the payment of
money), leases, statutory obligations, appeal bonds, and other obligations of like
nature arising in the ordinary course of business or”
(iv) Paragraph 6B(1) is further amended by deleting clause (v) thereof in its entirety
and replacing it with the following:
“(v) Liens in existence on the date hereof or on the Fourth Amendment
Effective Date, in the case of all of the foregoing, as set forth on Schedule
6B(1) attached hereto;”
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(v) Paragraph 6B(1) is further amended by deleting clause (xi) and (xii) thereof in
their entirety and replacing them with the following:
“(xi) Liens securing surety bonds and similar instruments up to $25,000,000 in
the aggregate outstanding at any one time arising in the ordinary course of
business;
(xii) Liens securing Indebtedness incurred to finance the premiums for the
Company’s insurance policies, which Indebtedness shall not exceed $5,000,000 in the
aggregate at any one time outstanding for the Company and all Subsidiaries on a
consolidated basis; and
(xiii) Liens other than those described in clauses (i) – (xii) 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).”
(vi) Paragraph 6B(2) is amended by deleting clauses (xi), (xii) and (xiii) thereof in
their entirety and replacing them with the following:
“(xi) investments (a) in the form of a loan or financing lease to a Person to
finance the purchase of real property, personal property, services or equipment
from the Company or any Subsidiary or (b) not in the form of a loan or finance
lease in water related assets provided by the Company or any Subsidiary for
customers in connection with which such customer has entered into a contract with
the Company or such Subsidiary to purchase water or water related services from the
Company or such Subsidiary at a future date; provided that (x) in the case
of clause (a), if such loan or financing lease exceeds $500,000, the Company or
such Subsidiary shall retain a Lien on any property or equipment sold to the extent
permitted under applicable law, and (y) in the case of clause (a) or (b), (I) the
aggregate amount of all such investments to any Person or its Affiliates
outstanding at any time shall not exceed $5,000,000 and (II) the aggregate amount
invested by the Company and all of its Subsidiaries in all such investments shall
not exceed $20,000,000 in the aggregate outstanding at any time;
(xii) [Reserved]; and
(xiii) So long as no Default has occurred and is continuing or would be caused
thereby, making investments (excluding interest on intercompany indebtedness and
royalties) in (a) Persons that are not Subsidiaries and (b) Subsidiaries that are
not Subsidiary Guarantors; provided that the aggregate amount of all such
investments (whether occurring prior to, on or after the Fourth Amendment Effective
Date) in
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clauses (a) and (b) shall not at any time exceed 25% of Tangible Net Worth.”
(vii) Paragraph 6B(8) is amended by replacing “The Company will not” at the beginning
of such paragraph with “Except for the transactions with National EnviroTech resulting from
the AWSU Acquisition, the Company will not”.
(viii) Paragraph 6E is amended by replacing each occurrence of “Xxxxxxxx Acquisition”
therein with “AWSU Acquisition”.
(c) Paragraph 10B (Other Terms). Paragraph 10B of the Agreement is amended to:
(i) add the following definitions in the appropriate alphabetical positions therein:
“‘AWSU Acquisition’ shall mean the transactions contemplated by the AWSU
Acquisition Documents.
‘AWSU Acquisition Documents’ shall mean that certain Stock Purchase Agreement,
dated as of November 20, 2006, by and among the Company and American Water (USA),
Inc., a Delaware corporation, together with all documents, agreements, and
certificates executed or delivered in connection therewith from time to time.
‘Fourth Amendment Effective Date’ shall mean November 20, 2006.”
(ii) amend the definition of “EBITDA” by adding the following at the end thereof:
“As contemplated by the last sentence of paragraph 6A (immediately following
paragraph 6A(4)), the Company and Prudential hereby agree that in respect of the
Acquisition of American Water Services Underground Infrastructure, Inc., for
purposes of the calculations with respect to EBITDA of the Company under this
Agreement, the following amounts will be added to EBITDA: (w) for the Company’s
fiscal quarter ending January 31, 2007, $6,000,000, (x) for the Company’s fiscal
quarter ending April 30, 2007, $4,500,000, (y) for the Company’s fiscal quarter
ending July 31, 2007, $3,000,000, and (z) for the Company’s fiscal quarter ending
October 31, 2007, $1,500,000.”
(iii) amend the definition of “Indebtedness” by deleting the last sentence thereof;
and
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(iv) amend the definition of “Priority Debt” by deleting such definition in its
entirety and replacing it with the following:
“‘Priority Debt’ shall mean, at any time, the sum (without duplication) of (i)
Indebtedness of the Company secured by Liens (except Liens permitted by paragraph
6B(1)(v), 6B(1)(viii) or 6B(1)(xii); plus (ii) all Indebtedness of
Subsidiaries (excluding trade payables) or preferred stock of Subsidiaries owed to
(or, in the case of preferred stock, owned by) any Person (other than Indebtedness
secured by Liens permitted by paragraph 6B(1)(v), 6B(1)(viii) or 6B(1)(xii)) other
than the Company or a Subsidiary Guarantor; plus (iii) all preferred stock
of the Company or other capital stock of the Company with any redemption rights;
provided that Priority Debt shall not include (1) Indebtedness represented
by the Subsidiary Guarantees or guarantees of, or other direct or indirect
obligations or liabilities of Subsidiaries under, or in respect of, the Bank
Agreement provided that the parties to the Bank Agreement are subject to the
Sharing Agreement or (2) unsecured Hedging Obligations of Subsidiaries and
unsecured surety bonds of Subsidiaries, in each case arising in the ordinary course
of business or (3) Indebtedness consisting of secured surety bonds and similar
instruments up to $25,000,000 in the aggregate outstanding at any one time arising
in the ordinary course of business.”
(v) amend the definition of “Total Indebtedness” by deleting such definition in its
entirety and replacing it with the following:
“‘Total Indebtedness’ shall mean the outstanding principal balance of the
Obligations (as defined in the Bank Agreement) under the Bank Agreement (excluding
the Letter of Credit Exposure, as defined therein), other Indebtedness of the
Company and its Subsidiaries for borrowed money, including, without limitation the
Indebtedness under the Notes, and the initial capitalized cost of assets of the
Company and its Subsidiaries subject to capital leases at the time of calculation.
For clarification, the defined term “Total Indebtedness” includes: (a) Indebtedness
secured by any Lien (other than Liens permitted by clause (viii) of paragraph
6B(1)) existing on property owned subject to such Lien, whether or not the
Indebtedness secured thereby shall have been assumed, (b) Guarantees (other than
endorsement of negotiable instruments for collection in the ordinary course of
business) and other contractual commitments (whether direct or indirect in
connection with obligations, stock or dividends of any person) including, without
limitation, liabilities in respect of letters of credit or instruments serving a
similar function issued or accepted for such Person’s account by banks or other
financial institutions, but only in respect of and to the extent of payments made
under such letters of credit or instruments by the issuers thereof, (c) mandatorily
redeemable preferred stock, (d) Hedging Obligations,
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(e) unfunded pension
liabilities, (f) preferred stock of Subsidiaries held by third parties, and (g) the
outstanding balance of the
purchase price of uncollected accounts subject at such time to a sale of
receivables or other similar transaction, regardless of whether such transaction is
effected without recourse or in a manner which would not be reflected on the
balance sheet in accordance with GAAP. For clarification, the defined term “Total
Indebtedness” does not include: (r) items of contingency reserves, (s) accrued
insurance expense, (t) minority interest, (u) pension liabilities (other than
unfunded pension liabilities), (v) reserves for deferred income taxes, (w) ordinary
course trade accounts payable and accrued expenses shown as current liabilities on
the most recent financial statements delivered pursuant to paragraph 5A to the
holders of Notes, (x) Indebtedness permitted to be secured under clause (xii) of
paragraph 6B(1), (y) unsecured surety bonds and similar instruments, and (z)
secured surety bonds and similar instruments below the dollar limitations in clause
(xi) of paragraph 6B(1).
(d) Schedule 6B(1) (Existing Liens). Schedule 6B(1) to the Agreement is amended by deleting
such schedule in its entirety and replacing it with Schedule 6B(1) attached hereto.
2. Representations and Warranties. In order to induce Prudential and the Purchasers to enter into
this Amendment, the Company hereby represents and warrants as follows:
(a) No Defaults. No Default or Event of Default exists under the Agreement, the Notes, the
Subsidiary Guaranty Agreement or any other agreement or instrument executed in connection
therewith, and no default or event of default exists under the Bank Agreement, any agreement or
instrument executed in connection therewith or any other material contract or agreement to which
the Company or any of the Subsidiary Guarantors is a party, and, to the Company’s knowledge, no
such default or event of default is imminent.
(b) Representations and Warranties. The representations and warranties of the Company and the
Subsidiary Guarantors set forth in the Agreement and the Subsidiary Guaranty Agreement are true and
correct on and as of the date hereof, both before and after giving effect to the effectiveness of
this Amendment (except to the extent such representations and warranties expressly are limited to
an earlier date, in which case such representations and warranties are true and correct on and as
of such earlier date).
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3. Effectiveness. This Amendment shall be effective on and as of the date first written above,
subject to the satisfaction of the following conditions precedent:
(a) Prudential and the Purchasers shall each have received each of the following, in form,
scope and substance satisfactory to each of them:
(i) duly executed counterparts of this Amendment from all parties hereto;
(ii) satisfactory written evidence of the consent to the execution and delivery of
this Amendment by the Subsidiary Guarantors;
(iii) satisfactory written evidence of the consent to the execution and delivery of
this Amendment by the Company’s lenders under the Bank Agreement;
(iv) a certified copy of an amendment to the Bank Agreement as of the date hereof (the
“Bank Amendment”);
(v) a Guarantor Supplement and a Consent and Agreement in respect of the Sharing
Agreement, each duly executed and delivered by American Water Services Underground
Infrastructure, Inc., Xxxxxxxxx (Pty) Ltd. and Mag Con, Inc.; and
(vi) all documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to the amendments to the Agreement herein contained.
(b) Each of the representations and warranties of the Company set forth herein shall be true
and correct on and as of the date hereof.
4. Miscellaneous.
(a) Consent to Bank Amendment. Prudential and the Purchasers hereby consent to the Bank
Amendment in the form of the certified copy thereof delivered to Prudential and the Purchasers on
the date hereof.
(b) Effect on Agreement. On and after the effective date of this Amendment, each reference in
the Agreement to “this Agreement”, “hereunder”, “hereof”, or words of like import referring to the
Agreement, and each reference in the Notes to “the Agreement”, “thereunder”, “thereof”, or words of
like import referring to the Agreement, shall mean the Agreement as amended by this Amendment. The
Agreement, as amended by this Amendment, is and shall continue to be in full force and effect and
is hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein, operate as a waiver of any right,
power or remedy under the Agreement nor constitute a waiver of any provision of the Agreement.
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(c) Counterparts. This Amendment may be executed in any number of counterparts and by any
combination of the parties hereto in separate counterparts, each of which counterparts shall be an
original and all of which taken together shall constitute one and the same letter amendment.
[Remainder of this page blank; signature pages follow.]
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If you agree to the terms and provisions hereof, please evidence your agreement by
executing and returning at least a counterpart of this Letter Amendment to Xxxxx Xxxxxxxxxxx
Company, 0000 Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxxx 00000, Attention: Vice President —
Finance and Treasurer.
| Very truly yours, XXXXX XXXXXXXXXXX COMPANY |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Sr. Vice President—Finance | |||
Agreed as of the date first above written:
| PRUDENTIAL INVESTMENT MANAGEMENT, INC. | ||||
| By: |
/s/ Xxxxx X. Xxxxxxx /s/ WHB
|
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| THE PRUDENTIAL INSURANCE COMPANY OF AMERICA | ||||
| By: |
/s/ Xxxxx X. Xxxxxxx /s/ WHB
|
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| PRUCO LIFE INSURANCE COMPANY | ||||
| By: |
/s/ Xxxxx X. Xxxxxxx /s/ WHB
|
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| SECURITY LIFE OF DENVER INSURANCE COMPANY | ||||||
| By: | Prudential Private Placement Investors, L.P. (as Investment Advisor) | |||||
| By: | Prudential Private Placement Investors, Inc. (as its General Partner) | |||||
| By: | /s/ Xxxxx X. Xxxxxxx /s/ WHB
|
|||||
Signature Page to Letter Amendment No. 4 to Master Shelf Agreement
| AMERICAN SKANDIA LIFE ASSURANCE CORPORATION | ||||||
| By: | Prudential Investment Management, Inc., as investment manager | |||||
| By: | /s/ Xxxxx X. Xxxxxxx /s/ WHB
|
|||||
| PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY | ||||||
| By: | Prudential Investment Management, Inc., as investment manager | |||||
| By: | /s/ Xxxxx X. Xxxxxxx /s/ WHB
|
|||||
| TIME INSURANCE COMPANY (F/K/A FORTIS INSURANCE COMPANY) | ||||||
| By: | Prudential Private Placement Investors, L.P. (as Investment Advisor) | |||||
| By: | Prudential Private Placement Investors, Inc. (as its General Partner) | |||||
| By: | /s/ Xxxxx X. Xxxxxxx /s/ WHB
|
|||||
| AMERICAN MEMORIAL LIFE INSURANCE COMPANY | ||||||
| By: | Prudential Private Placement Investors, L.P. (as Investment Advisor) | |||||
| By: | Prudential Private Placement Investors, Inc. (as its General Partner) | |||||
| By: | /s/ Xxxxx X. Xxxxxxx /s/ WHB
|
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Signature Page to Letter Amendment No. 4 to Master Shelf Agreement
| PHYSICIANS MUTUAL INSURANCE COMPANY | ||||||
| By: | Prudential Private Placement Investors, L.P. (as Investment Advisor) | |||||
| By: | Prudential Private Placement Investors, Inc. (as its General Partner) | |||||
| By: | /s/ Xxxxx X. Xxxxxxx /s/ WHB
|
|||||
Signature Page to Letter Amendment No. 4 to Master Shelf Agreement
CONSENT
The undersigned, as Guarantors under the Subsidiary Guaranty Agreement dated as of July 31,
2003 (the “Guaranty”) in favor of the holders from time to time of the Notes issued pursuant to the
Agreement referred to in the foregoing Letter Amendment, hereby consent to said Letter Amendment
and hereby confirm and agree that the Guaranty is, and shall continue to be, in full force and
effect and is hereby confirmed and ratified in all respects except that, upon the effectiveness of,
and on and after the date of, said Letter Amendment, all references in the Guaranty to the
Agreement, “thereunder”, “thereof”, or words of like import referring to the Agreement shall mean
the Agreement as amended by said Letter Amendment.
| XXXXXX BROS. DRILLING COMPANY, a Utah corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Senior Vice President | |||
| XXXXXXXXXXX XXXXXX CORPORATION, a Delaware corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| INTERNATIONAL DIRECTIONAL SERVICES, L.L.C., a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE TEXAS, INCORPORATED, a Delaware corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
Signature Page to Consent
| MID-CONTINENT DRILLING COMPANY, a Delaware corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| SHAWNEE OIL & GAS, L.L.C., a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| XXXXX-XXXXXXX INCORPORATED, a Louisiana corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| TOLEDO OIL & GAS SERVICES, INC., a Louisiana corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| VIBRATION TECHNOLOGY, INC., a Delaware corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE DRILLING PTY LTD., an Australian company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
Signature Page to Consent
| XXXXX XXXXXXXXXXX AUSTRALIA PTY LTD., an Australian company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
| XXXXXXX MINING SERVICES PTY LTD., an Australian company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
| SMS HOLDINGS PTY LTD., an Australian company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
| WEST AFRICAN HOLDINGS PTY LTD., an Australian company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
| WEST AFRICAN DRILLING SERVICES PTY LTD., an Australian company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
| WEST AFRICAN DRILLING SERVICES PTY (NO. 2) LTD., an Australian company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Director | |||
Signature Page to Consent
| LAYNE ENERGY, INC., a Delaware corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY CHERRYVALE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY CHERRYVALE PIPELINE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY XXXXXX, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY XXXXXX PIPELINE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY ILLINOIS, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
Signature Page to Consent
| LAYNE ENERGY ILLINOIS PIPELINE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| XXXXX ENERGY MARKETING, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY OPERATING, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY OSAGE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY PIPELINE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY PRODUCTION, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
Signature Page to Consent
| LAYNE ENERGY RESOURCES, INC., a Delaware corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY SYCAMORE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE ENERGY SYCAMORE PIPELINE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| LAYNE WATER DEVELOPMENT AND STORAGE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| CHERRYVALE PIPELINE, LLC, a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| COLLECTOR XXXXX INTERNATIONAL, INC., an Ohio corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
Signature Page to Consent
| INTERNATIONAL WATER CONSULTANTS, INC., an Ohio corporation |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
Signature Page to Consent
Schedule 6B(1)
EXISTING LIENS
1. Liens granted in oil and gas leasehold interests and related fixtures and personal property
located thereon subject to joint operating agreements in connection with the following Coalbed
Methane projects:
a. The Osage Project, as described in that certain Ownership, Exploration, Development and
Operations Agreement by and between Presco, Inc., Mission Gas Partners LLC and Xxxxx
Xxxxxxxxxxx Company, dated March 6, 2003.
b. The Trees Oil Project, as described in that certain Joint Operating Agreement by and
between Xxxxx Energy Sycamore, LLC and The Trees Oil Company, dated November 10, 2005.
As of August 31, 2006, the personal property and fixtures of the Company and its Subsidiaries on
which security interests have been granted in connection with the Coalbed Methane projects listed
above generally consists of casing, pipe and pumps on 44 xxxxx totaling approximately $1,068,463.
2. Tecniwell Srl has granted a Lien in its accounts receivable in connection with the obligations
due to various Italian banks pursuant to certain advance arrangements backed by accounts receivable
(outstanding balance of approximately US$228,225 at August 31, 2006).
3. Lien granted in connection with that certain Capital Lease between Xxxxx Xxxxxxxxxxx Company and
Xxxxxx Equipment Co. dated June 10, 2005 for Caterpillar Model 430D IT4W, Stock #98922.
4. Lien granted in connection with that certain Capital Lease between Xxxxxxxx, Inc. and
Caterpillar Financial Services Corp., dated November 4, 2006 for a 325C CR Excavator.
5. Lien granted in connection with that certain Capital Lease between Xxxxxxxx, Inc. and
Caterpillar Financial Services Corp., dated August 24, 2006 for a TH460B Telehandler.
6. Lien granted in connection with that certain Capital Lease between Xxxxxxxx Inliner, LLC and
Caterpillar Financial Services Corp., dated February 14, 2006 for a 000 XX Xxxxxxxxx.
