FIRST AMENDED AND RESTATED ASSET PURCHASE AND SALE AGREEMENT Appalachia Region between Linn Energy Holdings, LLC Linn Operating, Inc. Penn West Pipeline, LLC as “Sellers” and XTO Energy Inc. as “Buyer” Dated as of June 9th, 2008Asset Purchase and Sale Agreement • August 7th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas • Texas
THIS FIRST AMENDED AND RESTATED ASSET PURCHASE AND SALE AGREEMENT is dated as of June 9th, 2008, and made by and between Linn Energy Holdings, LLC, a Delaware limited liability company (“LEH”), Linn Operating, Inc., a Delaware corporation (“LOI”), and Penn West Pipeline, LLC, a Delaware limited liability company (“PWP”), (collectively “Sellers”), and XTO Energy Inc., a Delaware corporation (“Buyer”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENT JUNE 4, 2008Employment Agreement • August 7th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas • Texas
The parties to this Amended and Restated Employment Agreement (this “Agreement”) are LINN OPERATING, INC., a Delaware corporation (the “Company”), and David B. Rottino (the “Employee”). The Company and the Employee are currently parties to an Employment Agreement dated May 21, 2008 (the “Existing Employment Agreement”). The parties desire to provide for the employment of the Employee as Senior Vice President – Chief Accounting Officer of the Company and of Linn Energy (as defined) commencing on Employee’s first date of employment, June 1, 2008, such date to be mutually agreed upon by the parties (the “Effective Date”) on the terms set forth herein. LINN ENERGY, LLC, a Delaware limited liability company, and the one hundred percent (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
SEPARATION AGREEMENTSeparation Agreement • August 7th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas • Texas
This SEPARATION AGREEMENT (this “Agreement”) is entered into by and between Linn Operating, Inc., a Delaware corporation (the “Company”), and Lisa D. Anderson (the “Employee”) (the Company and Employee are collectively referred to herein as the “Parties”) effective as of June 11, 2008 (the “Effective Date”). 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 purpose 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 Employee for any purpose.
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED ASSET PURCHASE AND SALE AGREEMENT Appalachia RegionAsset Purchase and Sale Agreement • August 7th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas
This First Amendment to the First Amended and Restated Asset Purchase and Sale Agreement Appalachia Region (this “Amendment”) is dated as of July 1, 2008 by and between Linn Energy Holdings, LLC, a Delaware limited liability company (“LEH”), Linn Operating, Inc., a Delaware corporation (“LOI”) and Penn West Pipeline, LLC, a Delaware limited liability company (“PWP”), (collectively “Sellers”), and XTO Energy, Inc., a Delaware corporation (“XTO”), and Mountain Gathering, LLC, a Delaware limited liability company (“Mountain“), (collectively “Buyers”) Sellers and Buyers are sometimes referred to collectively as the “Parties” and individually as a “Party.”
FIRST AMENDMENT TO LIMITED PARTNERSHIP ASSET PURCHASE AND SALE AGREEMENT Appalachia RegionAsset Purchase and Sale Agreement • August 7th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas
This First Amendment to the Limited Partnership Asset Purchase and Sale Agreement Appalachia Region (this “Amendment”) is dated as of July 1, 2008 by and between Linn Energy Holdings, LLC, a Delaware limited liability company (“LEH”), Marathon 85-II Limited Partnership, a West Virginia limited liability partnership, and Marathon 85-III Limited Partnership, a West Virginia limited liability partnership (collectively “LP Sellers”), and XTO Energy Inc., a Delaware corporation, (“Buyer”) LP Sellers and Buyer are sometimes referred to collectively as the “Parties” and individually as a “Party.”
SEPARATION AGREEMENTSeparation Agreement • August 7th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas • Pennsylvania
This SEPARATION AGREEMENT (this “Agreement”) is entered into by and between Linn Operating, Inc., a Delaware corporation (the “Company”), and Thomas A. Lopus (the “Employee”) (the Company and Employee are collectively referred to herein as the “Parties”) effective as of May 8, 2008 (the “Effective Date”). 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 purpose 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 Employee for any purpose.
Third 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 June 16, 2008Credit Agreement • August 7th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas • Texas
This Third Amendment to Third Amended and Restated Credit Agreement (this “Third Amendment”) executed effective as of June 16, 2008 (the “Third 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”).
