LINN ENERGY, LLC LINN ENERGY FINANCE CORP. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGE HEREOF 6.250% SENIOR NOTES DUE 2019 INDENTURE Dated as of March 2, 2012 U.S. BANK NATIONAL ASSOCIATION, As TrusteeIndenture • March 2nd, 2012 • Linn Energy, LLC • Crude petroleum & natural gas • New York
This INDENTURE, dated as of March 2, 2012 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”).
REGISTRATION RIGHTS AGREEMENT by and among Linn Energy, LLC, Linn Energy Finance Corp., the Guarantors party hereto, and RBS Securities Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Credit Suisse...Registration Rights Agreement • March 2nd, 2012 • Linn Energy, LLC • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 2, 2012, 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 entities listed on Schedule A hereto (collectively, the “Guarantors”), and RBS Securities Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representative of the initial purchasers listed on Schedule 1 to the Purchase Agreement (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 6.250% Senior Notes due 2019 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes
LINN ENERGY, LLC LINN ENERGY FINANCE CORP. 6.250% Senior Notes due 2019 PURCHASE AGREEMENTPurchase Agreement • March 2nd, 2012 • Linn Energy, LLC • Crude petroleum & natural gas • New York
as to the due qualification or registration as a foreign limited liability company, state that such opinions are based upon certificates of foreign qualification or registration provided by the Secretary of State of the applicable states (each of which will be dated not more than five days prior to such Closing Date, as the case may be, and shall be provided to the Representatives), (E) state that they express no opinion with respect to any permits to own or operate any real or personal property, (F) state that they express no opinion with respect to the title of any of the Oklahoma Guarantor to any of its respective real or personal property nor with respect to the accuracy or descriptions of real or personal property, and (G) state that they express no opinion with respect to state or local taxes or tax statutes to which the Oklahoma Guarantor may be subject.
FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 29, 2012 AMONG LINN ENERGY, LLC, AS BORROWER, THE GUARANTORS, BNP PARIBAS, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETOCredit Agreement • March 2nd, 2012 • Linn Energy, LLC • Crude petroleum & natural gas • Texas
THIS FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) dated as of February 29, 2012, among LINN ENERGY, LLC, a Delaware limited liability company, (the “Borrower”); the Guarantors signatory hereto, each of the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); and BNP PARIBAS, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
