FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2015 • Linn Energy, LLC • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 20, 2015, 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 listed on Schedule A hereto (collectively, the “Guarantors”) and each entity listed under UNDERSIGNED on the signature pages hereto (the “Undersigned”), for themselves and on behalf of the respective funds or accounts listed on Exhibit A to the respective Exchange Agreement (as defined below) to which such Undersigned is a party (collectively, the “Investors”), who have agreed to purchase the Issuers’ 12.00% Senior Secured Second Lien Notes due 2020 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Exchange Agreement. The Initial Notes and the Guarantees are herein collectively referred to as the “Initial Securi
LINN ENERGY, LLC LINN ENERGY FINANCE CORP. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGE HEREOF 12.00% SENIOR SECURED SECOND LIEN NOTES DUE 2020 INDENTURE Dated as of November 20, 2015 U.S. BANK NATIONAL ASSOCIATION, As TrusteeIndenture • November 23rd, 2015 • Linn Energy, LLC • Crude petroleum & natural gas • New York
This INDENTURE, dated as of November 20, 2015 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”).
INTERCREDITOR AGREEMENT dated as of November 20, 2015 between Wells Fargo Bank, National Association, as Priority Lien Agent, and U.S. Bank National Association, as Second Lien Collateral Trustee and Acknowledged and Agreed by Linn Energy, LLC and...Intercreditor Agreement • November 23rd, 2015 • Linn Energy, LLC • Crude petroleum & natural gas • New York
INTERCREDITOR AGREEMENT, dated as of November 20, 2015 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), between Wells Fargo Bank, National Association, as administrative agent for the Priority Lien Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “Original Priority Lien Agent”), and U.S. Bank National Association, as collateral trustee for the Second Lien Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original Second Lien Collateral Trustee”) and acknowledged and agreed by Linn Energy, LLC, a Delaware limited liability company (together with its successors and assigns, “Linn”) and certain of its subsidiaries.
COLLATERAL TRUST AGREEMENT dated as of November 20, 2015 among LINN ENERGY, LLC, as the Company, the Guarantors from time to time party hereto, U.S. BANK NATIONAL ASSOCIATION, as Trustee under the Indenture, the other Parity Lien Representatives from...Collateral Trust Agreement • November 23rd, 2015 • Linn Energy, LLC • Crude petroleum & natural gas • New York
This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified form time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of November 20, 2015 and is by and among Linn Energy, LLC (the “Company”), the Guarantors from time to time party hereto, U.S. Bank National Association, as Trustee (as defined below), the other Parity Lien Representatives from time to time party hereto and U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
SECOND LIEN PLEDGE AGREEMENT DATED AS OF NOVEMBER 20, 2015 MADE BY LINN ENERGY, LLC AND EACH OF THE OTHER GRANTORS (AS DEFINED HEREIN) IN FAVOR OF U.S. BANK NATIONAL ASSOCIATION, AS COLLATERAL TRUSTEEIntercreditor Agreement • November 23rd, 2015 • Linn Energy, LLC • Crude petroleum & natural gas • New York
This SECOND LIEN PLEDGE AGREEMENT, dated as of November 20, 2015, is made by LINN ENERGY, LLC, a Delaware limited liability company (the “Company”), and each of the Subsidiaries of the Company that is a signatory hereto (the Company and each such signatory hereto, together with any other Subsidiary of the Company that becomes a party hereto from time to time after the date hereof, the “Grantors”), in favor of U.S. BANK NATIONAL ASSOCIATION, as collateral trustee (in such capacity, together with its successors in such capacity, the “Collateral Trustee”), for the ratable benefit of the Secured Parties (as hereinafter defined).
