REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 27, 2008, 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 Lehman Brothers Inc., Credit Suisse Securities (USA) Inc., BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and RBC Capital Markets Corporation, 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’ 9 7/8% Senior Notes due 2018 (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.”
97/8% SENIOR NOTES DUE 2018Indenture • June 30th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas • New York
This INDENTURE, dated as of June 27, 2008 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”).
PURCHASE AGREEMENTPurchase Agreement • June 30th, 2008 • 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 $255,927,000 principal amount of the Company’s and Linn Energy Finance Corp.’s 9.875% Senior Notes due 2018 (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 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 letter of representations, to be dated on or before the Closing Date (the “DTC Agreem
