LINN ENERGY, LLC AND LINN ENERGY FINANCE CORP. AND THE GUARANTORS NAMED HEREIN AND as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of March 16, 2011 to Indenture Dated as of June 27, 2008
Exhibit 4.2
AND
LINN ENERGY FINANCE CORP.
AND
THE GUARANTORS NAMED HEREIN
AND
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of March 16, 2011
to
Indenture
Dated as of June 27, 2008
9.875% Senior Notes due 2018
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 16,
2011, is by and among Linn Energy, LLC, a Delaware limited liability company (the “Company”), Linn
Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the
“Issuers”), the Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National
Association, as trustee (the “Trustee”).
WHEREAS, the Issuers, the Guarantors and the Trustee are parties to that certain Indenture
dated as of June 27, 2008 (the “Original Indenture”), relating to the Company’s 9.875% Senior Notes
due 2018 (the “Notes”), and the Original Indenture has been amended and supplemented by the First
Supplemental Indenture thereto (the Original Indenture, as so amended and supplemented, being
referred to herein as the “Indenture‘);
WHEREAS, $166,353,000 aggregate principal amount of Notes are currently outstanding;
WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of a
majority in principal amount of the Notes then outstanding (including, without limitation, consents
obtained in connection with a tender offer for Notes), the Issuers, the Guarantors and the Trustee
may enter into an indenture supplemental to the Indenture for the purpose of amending or
supplementing the Indenture or the Notes (subject to certain exceptions);
WHEREAS, the Issuers desire and have requested the Trustee to join with them and the
Guarantors in entering into this Supplemental Indenture for the purpose of amending the Indenture
and the Notes in certain respects as permitted by Section 9.02 of the Indenture;
WHEREAS, the Company has been soliciting consents to this Supplemental Indenture upon the
terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation
Statement dated February 28, 2011 and the related Consent and Letter of Transmittal (which
together, including any amendments, modifications or supplements thereto, constitute the “Tender
Offer”);
WHEREAS, (1) the Company has received the consent of the Holders of a majority in principal
amount of the outstanding Notes, all as certified by an Officers’ Certificate delivered to the
Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the
Company has delivered to the Trustee simultaneously with the execution and delivery of this
Supplemental Indenture an Officer’s Certificate and Opinion of Counsel relating to this
Supplemental Indenture as contemplated by Section 9.06 of the Indenture and (3) the Issuers and the
Guarantors have satisfied all other conditions required under Article 9 of the Indenture to enable
the Issuers, the Guarantors and the Trustee to enter into this Supplemental Indenture.
NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the
benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as
follows:
ARTICLE I
AMENDMENTS TO INDENTURE AND NOTES
Section 1.1 Amendments to Articles 3, 4, 5 and 6. The Indenture is hereby amended by
deleting the following provisions of the Indenture and all references and definitions related
thereto in their entirety:
Section 3.09 (Offer to Purchase by Application of Excess Proceeds);
Section 4.03 (Reports), except as required by Section 314(a) of the TIA;
Section 4.04(b) (Compliance Certificate);
Section 4.05 (Taxes);
Section 4.06 (Stay, Extension and Usury Laws);
Section 4.07 (Limitation on Restricted Payments);
Section 4.08 (Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries);
Section 4.09 (Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock);
Section 4.10 (Limitation on Asset Sales);
Section 4.11 (Limitation on Transactions with Affiliates);
Section 4.12 (Limitation on Liens);
Section 4.13 (Additional Subsidiary Guarantees);
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Section 4.15 (Offer to Repurchase Upon Change of Control);
Section 4.16 (No Partial Inducements);
Section 4.17 (Limitation on Finance Corp. Activities);
Section 4.18 (Designation of Restricted and Unrestricted Subsidiaries);
Section 5.01(c) and (d) (Merger, Consolidation, or Sale of Assets); and
Section 6.01(f) and (g) (Events of Default).
Section 1.2 Amendments to Notes. The Notes are hereby amended to delete all
provisions inconsistent with the amendments to the Indenture effected by this Supplemental
Indenture.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.1 Defined Terms. For all purposes of this Supplemental Indenture, except as
otherwise defined or unless the context otherwise requires, terms used in capitalized form in this
Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.
Section 2.2 Indenture. Except as amended hereby, the Indenture and the Notes are in
all respects ratified and confirmed and all the terms shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of
Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby
and all terms and conditions of both shall be read together as though they constitute a single
instrument, except that in the case of conflict the provisions of this Supplemental Indenture shall
control.
Section 2.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 2.4 Successors. All agreements of the Issuers and the Guarantors in this
Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the
Trustee in this Supplemental Indenture shall bind its successors.
Section 2.5 Duplicate Originals. All parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together shall
represent the same agreement. It is the express intent of the parties to be bound by the exchange
of signatures on this Supplemental Indenture via telecopy or other form of electronic transmission.
Section 2.6 Severability. In case any one or more of the provisions in this
Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any
respect for any reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions shall not in any way be affected or impaired thereby,
it being intended that all of the provisions hereof shall be enforceable to the full extent
permitted by law.
Section 2.7 Trustee Disclaimer. The Trustee accepts the amendments of the Indenture
effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as
hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and
provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms
and provisions shall in like manner define and limit its liabilities and responsibilities in the
performance of the trust created by the Indenture as hereby amended, and without limiting the
generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or
with respect to any of the recitals or statements contained herein, all of which recitals or
statements are made solely by the Issuers and the Guarantors, and the Trustee makes no
representation with respect to any such matters. Additionally, the Trustee makes no
representations as to the validity or sufficiency of this Supplemental Indenture.
Section 2.8 Effectiveness. The provisions of this Supplemental Indenture shall be
effective only upon execution and delivery of this instrument by the parties hereto
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Section 2.9 Endorsement and Change of Form of Notes. Any Notes authenticated and
delivered after the close of business on the date that this Supplemental Indenture becomes
operative in substitution for Notes then outstanding and all Notes presented or delivered to the
Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended
by the Company, with a notation as follows:
“Effective as of March 16, 2011, certain restrictive covenants of the Company and certain Events of
Default have been eliminated or limited, as provided in the Second Supplemental Indenture, dated as
of March 16, 2011. Reference is hereby made to such Second Supplemental Indenture, copies of which
are on file with the Trustee, for a description of the amendments made therein.”
Section 2.10 Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction thereof.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year written above.
Issuers: LINN ENERGY, LLC |
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| By: | /s/ XXXXX XXXXXX | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer |
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| LINN ENERGY FINANCE CORP. |
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| By: | /s/ XXXXX XXXXXX | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer |
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Signature Page to Second Supplemental Indenture
Guarantors: LINN OPERATING, INC. LINN ENERGY HOLDINGS, LLC MID-CONTINENT HOLDINGS I, LLC MID-CONTINENT HOLDINGS II, LLC MID-CONTINENT I, LLC LINN GAS MARKETING, LLC MID-CONTINENT II, LLC LINN EXPLORATION MID-CONTINENT, LLC LINN EXPLORATION & PRODUCTION MICHIGAN MIDSTREAM LLC LINN EXPLORATION & PRODUCTION MICHIGAN LLC LINN GAS PROCESSING MI LLC LINN MIDWEST ENERGY LLC |
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| By: | /s/ XXXXX XXXXXX | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer |
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Signature Page to Second Supplemental Indenture
| U.S. BANK NATIONAL ASSOCIATION, as Trustee |
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| By: | /s/ XXXXXX XXXXXXX | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
Signature Page to Second Supplemental Indenture
