CLASS B UNIT AND UNIT PURCHASE AGREEMENT BY AND AMONG LINN ENERGY, LLC AND THE PURCHASERS NAMED HEREINClass B Unit and Unit Purchase Agreement • October 25th, 2006 • Linn Energy, LLC • Crude petroleum & natural gas • Delaware
CLASS B UNIT AND UNIT PURCHASE AGREEMENT, dated as of October 24, 2006 (this “Agreement”), by and among LINN ENERGY, LLC, a Delaware limited liability company (“Linn”), and each of ZLP Fund, L.P. (“ZLP”), Credit Suisse Management LLC (“CSM”), Structured Finance Americas, LLC (“SFA”), Royal Bank of Canada by its agent RBC Capital Markets Corporation (“RBC”), Lehman Brothers MLP Partners, L.P. (“LB”), B Y Partners, L.P. (“BY”), Brahman Partners II, L.P. (“BP II”), Brahman Partners III, L.P. (“BP III”), Brahman Partners IV, L.P. (“BP IV”), Brahman C.P.F. Partners, L.P. (“BCPFP”), GPS Income Fund LP (“GPSIF”), GPS High Yield Equities Fund LP (“GPSHVEF”), GPS Income fund (Cayman) LTD (“GPSIF Cayman”), HFR RVA GPS Master Trust (“HFR”), Ben Van de Bunt and Laura Fox Living Trust DTD 10/01/98 (“BVB”), Knee Family Trust DTD 3/7/00 (“KFT”), Stockbridge 1, LLC (“Stockbridge”), Goldman, Sachs & Co., on behalf of its Principal Strategies Group (“GSC”), Magnetar Capital Fund, L.P. (“MCF”), Alerian F
REGISTRATION RIGHTS AGREEMENT BY AND AMONG LINN ENERGY, LLC AND THE PURCHASERS NAMED HEREINRegistration Rights Agreement • October 25th, 2006 • Linn Energy, LLC • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 24, 2006 by and among Linn Energy, LLC, a Delaware limited liability company (“Linn”), and ZLP Fund, L.P. (“ZLP”), Credit Suisse Management LLC (“CSM”), Structured Finance Americas, LLC (“SFA”), Royal Bank of Canada by its agent RBC Capital Markets Corporation (“RBC”), Lehman Brothers MLP Partners, L.P. (“LB”), B Y Partners, L.P. (“BY”), Brahman Partners II, L.P. (“BP II”), Brahman Partners III, L.P. (“BP III”), Brahman Partners IV, L.P. (“BP IV”), Brahman C.P.F. Partners, L.P. (“BCPFP”), GPS Income Fund LP (“GPSIF”), GPS High Yield Equities Fund LP (“GPSHVEF”), GPS Income fund (Cayman) LTD (“GPSIF Cayman”), HFR RVA GPS Master Trust (“HFR”), Ben Van de Bunt and Laura Fox Living Trust DTD 10/01/98 (“BVB”), Knee Family Trust DTD 3/7/00 (“KFT”), Stockbridge 1, LLC (“Stockbridge”), Goldman, Sachs & Co., on behalf of its Principal Strategies Group (“GSC”), Magnetar Capital Fund, L.P. (“MCF”), Aleria
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LINN ENERGY, LLCLimited Liability Company Agreement • October 25th, 2006 • Linn Energy, LLC • Crude petroleum & natural gas • Delaware
THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LINN ENERGY, LLC (this “Amendment”), dated as of October 24, 2006, is entered into and effectuated by the Board of Directors (the “Board”) of Linn Energy, LLC, a Delaware limited liability company (the “Company”), pursuant to authority granted to it in Sections 5.5 and 11.1 of the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of January 19, 2006 (the “Limited Liability Company Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Liability Company Agreement.
