REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2009 • Linn Energy, LLC • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 18, 2009, by and among Linn Energy, LLC, a Delaware limited liability company (the “Company”), Linn Energy Finance Corp., a Delaware corporation (“LinnCo” and, together with the Company, the “Issuers”), the guarantors listed on Schedule A hereto (collectively, the “Guarantors”) and Citigroup Global Markets Inc., Barclays Capital Inc., BNP Paribas Securities Corp., Calyon Securities (USA) Inc., RBC Capital Markets Corporation and RBS Securities Inc., as representatives of the several Initial Purchasers named in the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), who have agreed to purchase the Issuers’ 11.75% Senior Notes due 2017 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees are herein collectively referred to as the “Initial Securities.”
LINN ENERGY, LLC LINN ENERGY FINANCE CORP. $250,000,000 11.750% Senior Notes due 2017 PURCHASE AGREEMENTPurchase Agreement • May 18th, 2009 • Linn Energy, LLC • Crude petroleum & natural gas • New York
Linn Energy, LLC, a Delaware limited liability company (the “Company”), and Linn Energy Finance Corp., a Delaware corporation (together with the Company, the “Issuers,” and each of them, an “Issuer”), propose to sell an aggregate of $250,000,000 principal amount of the Company’s and Linn Energy Finance Corp.’s 11.750% Senior Notes due 2017 (the “Notes”) to the initial purchasers (the “Initial Purchasers”) named in Schedule 1 attached to this agreement (this “Agreement”), for whom you are acting as the representatives (the “Representatives”). The Notes will be issued pursuant to an Indenture (the “Indenture”) to be dated as of the Closing Date (as defined in Section 3(a)), among the Issuers, the Guarantors (as defined below) and U.S. Bank, National Association, as trustee. The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a blanket letter of representations dated June 26, 2008 (the “DTC A
LINN ENERGY, LLC LINN ENERGY FINANCE CORP. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGE HEREOF 113/4% SENIOR NOTES DUE 2017 INDENTURE Dated as of May 18, 2009 U.S. BANK NATIONAL ASSOCIATION, As TrusteeLinn Energy, LLC • May 18th, 2009 • Crude petroleum & natural gas • New York
This INDENTURE, dated as of May 18, 2009 is 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 listed on the signature page hereof (each, a “Guarantor” and, collectively, the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
