SECOND LIEN GUARANTY AND PLEDGE AGREEMENT DATED AS OF JANUARY 31, 2008 MADE BY LINN ENERGY, LLC AND EACH OF THE OTHER OBLIGORS (AS DEFINED HEREIN) IN FAVOR OF BNP PARIBAS, AS ADMINISTRATIVE AGENTGuaranty and Pledge Agreement • February 29th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas • Texas
This SECOND LIEN GUARANTY AND PLEDGE AGREEMENT, dated as of January 31, 2008, is made by LINN ENERGY, LLC, a Delaware limited liability company (the “Borrower”), and each of the signatories hereto (the Borrower and each of the signatories hereto, together with any other Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, the “Obligors”), in favor of BNP PARIBAS, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), for the banks and other financial institutions (the “Lenders”) from time to time party to the Second Lien Term Loan Agreement dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among the Borrower, the Lenders and the Administrative Agent.
SECOND LIEN TERM LOAN AGREEMENT DATED AS OF JANUARY 31, 2008 AMONG LINN ENERGY, LLC, AS BORROWER, BNP PARIBAS, AS ADMINISTRATIVE AGENT, RBC CAPITAL MARKETS, AS SYNDICATION AGENT, SOCIETE GENERALE, CALYON CORPORATE AND INVESTMENT BANKSecond Lien Term Loan Agreement • February 29th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas • Texas
THIS SECOND LIEN TERM LOAN AGREEMENT dated as of January 31, 2008, is among Linn Energy, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; BNP PARIBAS (in its individual capacity, “BNP Paribas”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); RBC Capital Markets plc (in its individual capacity, “RBC”), as syndication agent for the Lenders (in such capacity, together with its successor in such capacity, the “Syndication Agent”), and Societe Generale, Calyon Corporate and Investment Bank and The Royal Bank of Scotland plc, as co-documentation agents (in such capacities, together with their successors in such capacity, the “Co-Documentation Agents”) for the Lenders.
EMPLOYMENT AGREEMENT February 7, 2007Employment Agreement • February 29th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas • Texas
The parties to this Employment Agreement (this “Agreement”) are LINN OPERATING, INC., a Delaware corporation (the “Company’’) and Arden L Walker, Jr. (the “Employee”). The parties desire to provide for the employment of the Employee as Senior Vice President Operations - Chief Engineer of the Company and of Linn Energy (as defined) commencing on Employee’s first date of employment, such date to be mutually agreed by the parties (the “Effective Date”) on the terms set forth herein. LINN ENERGY, LLC, a Delaware limited liability company and the 100% parent of the Company (“Linn Energy”), is joining in this agreement for the limited purposes of reflecting its agreement to the matters set forth herein as to it, but such joinder is not Intended to make Linn Energy the employer of the Employee for any purpose.
LINN ENERGY, LLC LONG-TERM INCENTIVE PLAN FORM OF EXECUTIVE OPTION AGREEMENTExecutive Option Agreement • February 29th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas
This option agreement (“Option Agreement”) is made and entered into effective as of [Grant Date], (the “Grant Date”) by and between LINN ENERGY, LLC, a Delaware limited liability company (together with its subsidiaries, the “Company”), and [Executive] (“Participant”).
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Among LINN ENERGY, LLC as Borrower, BNP PARIBAS, as Administrative Agent, and The Lenders Signatory Hereto Effective as of January 31, 2008Credit Agreement • February 29th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas • Texas
This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) executed effective as of January 31, 2008 (the “Second Amendment Effective Date”) is among LINN ENERGY, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Obligors”); each of the Lenders that is a signatory hereto; and BNP PARIBAS, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).
EMPLOYMENT AGREEMENT March 22. 2007Employment Agreement • February 29th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas • Texas
The parties to this Employment Agreement (this “Agreement”) are LlNN OPERATING, INC., a Delaware corporation (the “Company”) and Charlene A. Ripley (the “Employee”). The parties desire to provide for the employment of the Employee as Senior Vice President & General Counsel of the Company and of Linn Energy (as defined) commencing on Employee’s first date of employment, such date to be mutually agreed by the parties (the “Effective Date”) on the terms set forth herein. LINN ENERGY, LLC, a Delaware limited liability company and the 100% parent of the Company (“Linn Energy”), is joining in this agreement for the limited purposes of reflecting its agreement to the matters set forth herein as to it, but such joinder is not intended to make Linn Energy the employer of the Employee for any purpose.
LINN ENERGY, LLC LONG-TERM INCENTIVE PLAN FORM OF EXECUTIVE RESTRICTED UNIT GRANT AGREEMENTRestricted Unit Grant Agreement • February 29th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas
This Restricted Unit grant agreement (“Grant Agreement”) is made and entered into effective as of [Grant Date], (the “Grant Date”) by and between LINN ENERGY, LLC, a Delaware limited liability company (together with its subsidiaries, the “Company”), and [Executive] (“Participant”).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Among LINN ENERGY, LLC as Borrower, BNP PARIBAS, as Administrative Agent, and The Lenders Signatory Hereto Effective as of November 2, 2007Credit Agreement • February 29th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas • Texas
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) executed effective as of November 2, 2007 (the “First Amendment Effective Date”) is among LINN ENERGY, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Obligors”); each of the Lenders that is a signatory hereto; and BNP PARIBAS, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).
AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 29th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas
THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”), dated as of January 31, 2008, is by and between Lamamco Drilling Company, LP (“Seller”) and Linn Energy Holdings, LLC (“Buyer”).
