Exhibit 10.1


 


LINN
ENERGY, LLC


 


LINN ENERGY
FINANCE CORP.


 


$255,927,000

9.875% Senior Notes due 2018


 


PURCHASE AGREEMENT


 


June 24,
2008


 


LEHMAN BROTHERS INC.

CREDIT SUISSE SECURITIES (USA) LLC

BNP PARIBAS SECURITIES CORP.

DEUTSCHE BANK SECURITIES INC.

RBC CAPITAL MARKETS CORPORATION

As Representatives of the several
   Initial Purchasers named in Schedule 1
attached hereto,

c/o Lehman Brothers Inc.

745 Seventh Avenue 

New York, New York 10019


 


Ladies and Gentlemen:


 


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 Agreement”) from the Issuers.


 


The holders of
the Notes will be entitled to the benefits of a registration rights agreement,
to be dated as of the Closing Date (the “Registration
Rights Agreement”), among the Issuers, the Guarantors and the
Initial Purchasers, pursuant to which the Issuers and the Guarantors will agree
to file with the Commission (as defined below), under certain circumstances set
forth therein, (i) a registration statement under the Securities Act (as
defined below) relating to another series of debt securities of the Issuers and
another set of guarantees of the Guarantors (as defined below), each
respectively with terms substantially identical to the Notes (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”) to be offered in
exchange for the Notes and the Guarantees (the “Exchange Offer”) and (ii) to the extent required by the
Registration Rights 


 

















 


Agreement, a
shelf registration statement pursuant to Rule 415 of the Securities Act
relating to the resale by certain holders of the Notes, and in each case, to
use its reasonable best efforts to cause such registration statements to be
declared effective.


 


The payment of
principal of, premium and Additional Interest (as defined in the Indenture), if
any, and interest on the Notes and the Exchange Notes will be fully and
unconditionally guaranteed on a senior unsecured basis, jointly and severally,
by (i) the guarantors listed on Schedule 2 attached hereto and
(ii) any subsidiary of the Company formed or acquired after the Closing
Date that executes an additional guarantee in accordance with the terms of the
Indenture, and their respective successors and assigns (such persons referred
to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees
(the “Guarantees”).  The Notes and the Guarantees are herein
collectively referred to as the “Securities,”
and the Exchange Notes and the Exchange Guarantees are herein collectively
referred to as the “Exchange Securities.”


 


The Issuers
and the Guarantors understand that the Initial Purchasers propose to make an offering
of the Securities on the terms and in the manner set forth herein and in the
Pricing Disclosure Package (as defined below) and agree that the Initial
Purchasers may resell, subject to the conditions set forth herein, all or a
portion of the Securities to purchasers (the “Subsequent
Purchasers”) on the terms set forth in the Pricing Disclosure
Package (the first time when sales of the Securities are made is referred to
herein as the “Time of Sale”).  The Securities are to be offered and sold to
or through the Initial Purchasers without being registered with the Securities
and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used
herein, includes the rules and regulations of the Commission promulgated
thereunder), in reliance upon exemptions therefrom.  Pursuant to the terms of the Securities and
the Indenture, investors who acquire Securities shall be deemed to have agreed
that Securities may only be resold or otherwise transferred, after the date
hereof, if such Securities are registered for sale under the Securities Act or
if an exemption from the registration requirements of the Securities Act is
available (including the exemptions afforded by Rule 144A under the
Securities Act (“Rule 144A”)
and Regulation S under the Securities Act (“Regulation
S”)).


 


In connection
with the sale of the Securities, the Company has prepared and delivered to each
Initial Purchaser copies of a Preliminary Offering Memorandum dated June 16,
2008 (the “Preliminary Offering
Memorandum”), and has prepared and delivered to each Initial
Purchaser copies of a Pricing Supplement dated June 24, 2008,
substantially in the form of Exhibit A (the “Pricing Supplement”), describing the terms of the Securities,
each for use by the Initial Purchasers in connection with its solicitation of
offers to purchase the Securities.  The
Preliminary Offering Memorandum, as supplemented by the Pricing Supplement, is
herein referred to as the “Pricing Disclosure Package.”  Promptly after this Agreement is executed and
delivered, and in any event not later than the second business day following
the date hereof, the Company will prepare and deliver to each Initial Purchaser
a final offering memorandum, dated as of the date hereof (the “Offering Memorandum”).


 


All references
herein to the terms “Pricing Disclosure Package” and “Offering Memorandum”
shall be deemed to mean and include all information filed under the Securities
Exchange Act of 1934, as amended (the “Exchange Act,”
which term, as used herein, includes 


 


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the rules and
regulations of the Commission promulgated thereunder) prior to the Time of Sale
and incorporated by reference in the Pricing Disclosure Package (including the
Preliminary Offering Memorandum) or the Offering Memorandum (as the case may
be), and all references herein to the terms “amend,” “amendment” or “supplement”
with respect to the Offering Memorandum shall be deemed to mean and include all
information filed under the Exchange Act after the Time of Sale and
incorporated by reference in the Offering Memorandum.


 


1.     Representations, Warranties and Agreements of the
Issuers and the Guarantors. 
Each of the Issuers and each of the Guarantors, jointly and severally,
represent, warrant and agree that:


 


(a)           None of the Issuers or the
Guarantors, nor any person acting on its or their behalf has, directly or
indirectly, made offers or sales of any security, or solicited offers to buy
any security, under circumstances that would require the registration of the
Securities under the Securities Act.


 


(b)           None of the Issuers or Guarantors,
nor any person acting on its or their behalf, has engaged in any form of
general solicitation or general advertising (within the meaning of Rule 502(c) under
the Securities Act) in connection with any offer or sale of the Securities in
the United States.


 


(c)           The Securities satisfy the
eligibility requirements of Rule 144A(d)(3) under the Securities Act.


 


(d)           None of the Issuers or Guarantors,
nor any person acting on its or their behalf, has engaged in any directed
selling efforts with respect to the Securities, and each of them has complied
with the offering restrictions requirement of Regulation S.  Terms used in this paragraph have the
meanings given to them by Regulation S.


 


(e)           None of the Issuers or Guarantors has
paid or agreed to pay to any person any compensation for soliciting another to
purchase any Securities (except as contemplated by this Agreement).


 


(f)            The documents incorporated by
reference in the Pricing Disclosure Package or the Offering Memorandum
conformed, and any further documents so incorporated will conform, when filed
with the Commission, in all material respects to the requirements of the
Exchange Act or the Securities Act, as applicable, and the rules and
regulations of the Commission thereunder.


 


(g)           The documents incorporated by
reference in the Pricing Disclosure Package or the Offering Memorandum did not,
and any further documents filed and incorporated by reference therein will not,
when filed with the Commission, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading.


 


(h)           The Offering Memorandum will not, as
of its date and on the Closing Date, contain an untrue statement of a material
fact or omit to state a material fact 


 


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required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to
information contained in or omitted from the Offering Memorandum in reliance
upon and in conformity with written information furnished to the Company
through the Representatives by or on behalf of any Initial Purchaser
specifically for inclusion therein, which information is specified in Section 8(e).


 


(i)            The Pricing Disclosure Package did
not and will not, as of the Time of Sale and on the Closing Date, contain an
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that
no representation or warranty is made as to information contained in or omitted
from the Pricing Disclosure Package in reliance upon and in conformity with
written information furnished to the Company through the Representatives by or
on behalf of any Initial Purchaser specifically for inclusion therein, which
information is specified in Section 8(e).


 


(j)            The Issuers and the Guarantors have
not prepared, made, used, authorized, approved or distributed and will not
prepare, make, use, authorize, approve or distribute any written communication
that constitutes an offer to sell or solicitation of an offer to buy the
Securities (each such communication by any of the Issuers, Guarantors or their
respective agents and representatives (other than a communication referred to
in clauses (i) and (ii) below) an “Additional
Written Communication”) other than (i) the Pricing Disclosure
Package, (ii) the Offering Memorandum and (iii) any electronic road
show or other written communications, in each case used in accordance with Section 5(a).  Each such Additional Written Communication,
when taken together with the Pricing Disclosure Package as of the Time of Sale,
did not, and at the Closing Date will not, contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Issuers and the
Guarantors make no representation or warranty as to statements contained in or
omitted from any such Additional Written Communication in reliance upon and in
conformity with written information furnished to the Company through the
Representatives by or on behalf of any Initial Purchaser specifically for
inclusion therein, which information is specified in Section 8(e).


 


(k)           Each of the Company and its
subsidiaries (as defined in Section 18) listed on Schedule 3 to
this Agreement, including each of the Guarantors, has been duly organized, is
validly existing and in good standing as a corporation or other business entity
under the laws of its jurisdiction of organization and is duly qualified to do
business and in good standing as a foreign corporation or other business entity
in each jurisdiction in which its ownership or lease of property or the conduct
of its businesses requires such qualification, except where the failure to be
so qualified or in good standing could not, individually or in the aggregate,
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), results of operations, stockholders’ or members’
equity or business of the Company and its subsidiaries, taken 


 


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as a whole (a “Material Adverse Effect”). 
Except as disclosed in the Pricing Disclosure Package and the Offering
Memorandum, each of the Company and its subsidiaries has all power and
authority necessary to own or hold its properties and to conduct the businesses
in which it is engaged.  The Company does
not own or control, directly or indirectly, any corporation, association or
other entity other than the subsidiaries listed on Schedule 3 to this
Agreement.  None of the subsidiaries of
the Company (other than Linn Energy Holdings, LLC) is a “significant subsidiary”
(as defined in Rule 405 under the Securities Act).


 


(l)            The Company has an authorized
capitalization as set forth in each of the Pricing Disclosure Package and the
Offering Memorandum, and all of the units representing limited liability
company interests of the Company (“Units”)  have been duly authorized and validly issued in accordance
with the certificate of formation and limited liability company agreement of
the Company, conform to the description thereof contained in each of the
Pricing Disclosure Package and the Offering Memorandum and were issued in
compliance with federal and state securities laws and not in violation of any
preemptive right, resale right, right of first refusal or similar right.


 


(m)          The Company owns 100% of the limited
liability company interests of each of the subsidiaries listed on Schedule
3A to this Agreement.  Such limited
liability company interests have been duly authorized and validly issued in
accordance with the certificate of formation and limited liability company
agreement of each such limited liability company and are fully paid (to the
extent required under the applicable limited liability company’s certificate of
formation and limited liability company agreement) and nonassessable (except as
such nonassessability may be affected by Section 18-607 of the Delaware
LLC Act or Sections 18-2030 and 18-2031 of the Oklahoma Limited Liability
Company Act, as applicable); and the Company owns all such interests free and
clear of all liens, encumbrances, security interests, charges and other adverse
claims (other than contractual restrictions on transfer contained in the
applicable constituent documents), except for liens created under or pursuant
to the Third Amended and Restated Credit Agreement dated as of August 31,
2007 among the Company, as Borrower, BNP Paribas, as Administrative Agent, and
the Lenders and agents party thereto, as amended (as amended or modified from
time to time, the “Bank Credit Facility”),
the Second Lien Term Loan Agreement dated as of January 31, 2008 among the
Company as Borrower, BNP Paribas, as Administrative Agent, and the lenders and
agents party thereto, as amended (as amended or modified from time to time, the
“New Bank Credit Facility” and,
collectively with the Bank Credit Facility, the “Credit
Facilities”), and other “Permitted Liens”
as defined in the Indenture.  The Company
owns 100% of the outstanding capital stock of the entities listed on Schedule 3B
to this Agreement.  Such capital stock
has been duly authorized and validly issued in accordance with the certificate
of incorporation and bylaws of such corporations and is fully paid and
nonassessable; and the Company owns all such capital stock free and clear of
all liens, encumbrances, security interests, charges and other adverse claims
(other than contractual restrictions on transfer contained in the applicable
constituent documents), except for liens created under the Credit Facilities.  The Company is the sole general partner of
the entities listed on Schedule 3C to this Agreement; such general
partner interests have been duly authorized and validly issued in accordance
with the agreement of limited 


 


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partnership of
such entities and are fully paid (to the extent required under the applicable
limited partnership’s certificate of formation and limited partnership
agreement); and the Company owns such general partner interests free and clear
of all liens, encumbrances, security interests, equities, charges or claims
(other than contractual restrictions on transfer contained in the applicable
constituent documents), except for liens created under the Credit
Facilities.  The Company is the sole
managing member and owns 33.3% of the limited liability company interests of
the entity listed on Schedule 3D to this Agreement.  Such limited liability company interests have
been duly authorized and validly issued in accordance with the certificate of
formation and limited liability company agreement of such limited liability
company and are fully paid (to the extent required under the applicable limited
liability company’s certificate of formation and limited liability company
agreement) and nonassessable (except as such nonassessability may be affected
by Sections 4-406 and 4-407 of the West Virginia Uniform Limited Liability
Company Act); and the Company owns all such interests free and clear of all
liens, encumbrances, security interests, charges and other adverse claims
(other than contractual restrictions on transfer contained in the applicable
constituent documents), except for liens created under the Credit Facilities.


 


(n)           Each of the Issuers and each of the
Guarantors have full right, power and authority to execute and deliver this
Agreement, to perform their respective obligations hereunder and to consummate
the transactions contemplated by this Agreement, the Registration Rights
Agreement, the Pricing Disclosure Package and the Offering Memorandum.  This Agreement and the transactions
contemplated by this Agreement, the Pricing Disclosure Package and the Offering
Memorandum have been duly and validly authorized by the Issuers and the
Guarantors. 
This Agreement has been duly and validly executed and delivered
by the Issuers and the Guarantors.


 


(o)           The Registration Rights Agreement has
been duly and validly authorized by the Issuers and the Guarantors and, at the
Closing Date, will have been validly executed and delivered by each of the
Issuers and the Guarantors, and, assuming due authorization and execution by
each of the Initial Purchasers or other parties thereto, will constitute a
legal, valid and binding agreement enforceable against each of the Issuers and
the Guarantors in accordance with its terms except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or similar laws relating to or affecting creditors’
rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).  On
the Closing Date, the Registration Rights Agreement will conform in all
material respects with the description thereof in the Pricing Disclosure
Package and the Offering Memorandum.


 


(p)           The
Notes and the Guarantees have been duly and validly authorized by each of the
Issuers and each of the Guarantors for issuance and sale to the Initial
Purchasers pursuant to this Agreement and, when the Notes are issued and authenticated
and the Guarantees are executed in accordance with the terms of the Indenture
and delivered against payment therefor in accordance with the terms hereof and
thereof, will be the legal, valid and binding obligations of the Issuers and
each of the Guarantors, enforceable against them in accordance with their terms
and entitled to the benefits of the 


 


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Indenture, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or similar laws relating to or affecting creditors’
rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).  On
the Closing Date, the Notes and the Guarantees will conform in all material
respects with the descriptions thereof in the Pricing Disclosure Package and
the Offering Memorandum.


 


(q)           The
Exchange Notes and the Exchange Guarantees have been duly authorized by the
Issuers and each of the Guarantors for issuance and sale and, when the Notes
are issued and authenticated by the Trustee and the Exchange Guarantees are
executed in the manner provided for in the Indenture, the Registration Rights
Agreement and the Exchange Offer, will have been validly executed by the
Issuers and each of the Guarantors and will be legal, valid and binding
obligations of the Issuers and each of the Guarantors entitled to the benefits
of the Indenture, enforceable against each of them in accordance with their
terms except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or similar laws
relating to or affecting creditors’ rights generally and except as
enforceability may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at
law).  On the Closing Date, the Exchange
Notes and the Exchange Guarantees will conform in all material respects with
the descriptions thereof in the Pricing Disclosure Package and the Offering
Memorandum.


 


(r)            Each of the Issuers and each of the
Guarantors have full right, power and authority to execute and deliver the
Indenture and to perform their respective obligations thereunder.  The Indenture has been duly and validly
authorized by each of the Issuers and each of the Guarantors.  When the Indenture is executed and delivered
by each of the Issuers and each of the Guarantors, assuming the due
authorization, execution and delivery of the Indenture by the Trustee, the
Indenture will be a legal, valid and binding agreement of the Issuers and the
Guarantors, enforceable against the Issuers and the Guarantors in accordance
with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or similar laws relating to
or affecting creditors’ rights generally and except as enforceability may be
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).  On the Closing Date, the Indenture will
conform in all material respects to the description thereof in the Pricing
Disclosure Package and the Offering Memorandum.


 


(s)           The execution, delivery and
performance of this Agreement, the Registration Rights Agreement, the
Indenture, the Notes, the Guarantees, the Exchange Notes and the Exchange
Guarantees by the Issuers and the Guarantors, the consummation of the
transactions contemplated hereby and thereby and the application of the
proceeds from the sale of the Notes as described under “Use of Proceeds” in
each of the Pricing Disclosure Package and the Offering Memorandum will not (i) conflict
with or result in a breach or violation of any of the terms or provisions of,
impose any lien, charge or encumbrance upon any property or assets of the
Company and its subsidiaries, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement, license 


 


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or other
agreement or instrument to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries is bound or to which
any of the property or assets of the Company or any of its subsidiaries is
subject; (ii) result in any violation of the provisions of the limited
liability company agreement, charter or by-laws (or similar organizational
documents) of the Company or any of its subsidiaries; or (iii) result in
any violation of any statute or any order, rule or regulation of any court
or governmental agency or body having jurisdiction over the Company or any of
its subsidiaries or any of their properties or assets, except (in the case of
clauses (i) and (iii) above) as could not reasonably be expected to
have a Material Adverse Effect.


 


(t)            No consent, approval, authorization
or order of, or filing or registration with, any court or governmental agency
or body having jurisdiction over the Company or any Guarantor or any of their
properties or assets is required for the execution, delivery and performance of
this Agreement, the Registration Rights Agreement, the Indenture, the Notes,
the Guarantees, the Exchange Notes and the Exchange Guarantees by the Issuers
and the Guarantors, the consummation of the transactions contemplated hereby
and thereby, and the application of the proceeds from the sale of the Notes as
described under “Use of Proceeds” in each of the Pricing Disclosure Package and
the Offering Memorandum, except for (i) with respect to the Exchange
Securities under the Securities Act, the Trust Indenture Act and applicable
state securities or “Blue Sky” laws as contemplated by the Registration Rights
Agreement, (ii) such consents as may be required under the State
securities or Blue Sky laws, (iii) such consents that have been, or prior
to the Closing Date will be, obtained or (iv) as disclosed in the Pricing
Disclosure Package.


 


(u)           Except as identified in the Pricing
Disclosure Package or in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2007, there are no contracts, agreements or
understandings between any Issuer or any Guarantor and any person granting such
person the right to require any Issuer or any Guarantor to file a registration
statement under the Securities Act or to require any Issuer or any Guarantor to
include such securities in the securities to be registered pursuant to the
registration statement relating to the Exchange Securities or in any securities
being registered pursuant to any other registration statement filed by any
Issuer or any Guarantor under the Securities Act in connection with the filing
of the registration statement relating to the Exchange Securities.


 


(v)           Except as described in the Pricing
Disclosure Package, neither the Company nor any of its subsidiaries has
sustained, since the date of the latest audited financial statements included
in the Pricing Disclosure Package, any loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or
decree, and since such date, there has not been any change in the members’
equity or long-term debt of the Company or any Guarantor, taken as a whole, or
any adverse change or development, in or affecting the condition (financial or
otherwise), results of operations, members’ equity, business or prospects of
the Company and its subsidiaries, taken as a whole, in each case except as
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


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(w)          Since the date as of which information
is given in the Pricing Disclosure Package and except as may otherwise be
described in the Pricing Disclosure Package, the Issuers and the Guarantors
have not (i) incurred any material liability or obligation, direct or
contingent, other than liabilities and obligations that were incurred in the
ordinary course of business, or (ii) entered into any material transaction
not in the ordinary course of business.


 


(x)            The historical financial statements
(including the related notes and supporting schedules) included or incorporated
by reference in the Pricing Disclosure Package and the Offering Memorandum
comply as to form in all material respects with the requirements of Regulation
S-X under the Securities Act and present fairly in all material respects the
financial condition, results of operations and cash flows of the entities
purported to be shown thereby at the dates and for the periods indicated and,
except as disclosed therein, have been prepared in conformity with accounting
principles generally accepted in the United States applied on a consistent
basis throughout the periods involved.


 


(y)           The pro forma financial statements
included in the Pricing Disclosure Package and the Offering Memorandum include
assumptions that provide a reasonable basis for presenting the significant
effects directly attributable to the transactions and events described therein,
the related pro forma adjustments give appropriate effect to those assumptions,
and the pro forma adjustments reflect the proper application of those
adjustments to the historical financial statement amounts in the pro forma
financial statements included or incorporated by reference in the Pricing
Disclosure Package and the Offering Memorandum.


 


(z)            KPMG LLP, who have certified certain
financial statements of the Company and its consolidated subsidiaries, whose
report with respect to the Company and its subsidiaries appears in the Pricing
Disclosure Package and the Offering Memorandum or is incorporated by reference
therein and who have delivered the initial letter referred to in Section 7(e) hereof,
are an independent registered public accounting firm as required by the
Exchange Act, the Securities Act, the Rules and Regulations and the Public
Company Accounting Oversight Board (“PCAOB”).  Hein & Associates, LLP, Deloitte &
Touche LLP and KPMG LLP, whose reports with respect to entities acquired by the
Company or its subsidiaries appear in the Pricing Disclosure Package or are
incorporated by reference therein and who have delivered the initial letters
referred to in Section 7(e) hereof, were independent public
accountants as required by the Exchange Act, the Securities Act, the Rules and
Regulations and the PCAOB during the periods covered by the financial
statements on which they reported contained or incorporated by reference in the
Pricing Disclosure Package and the Offering Memorandum.


 


(aa)         DeGolyer & McNaughton, who
issued a report with respect to the Company’s oil and natural gas reserves at December 31,
2007 and the oil and natural gas reserves of Lamamco Drilling Company (“Lamamco”) as of February 1, 2008 who has delivered the
letter referred to in Section 7(g) hereof, was, as of the date of
such report, and is, as of the date hereof, an independent petroleum engineer
with respect to the Company.


 


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(bb)         The information underlying the
estimates of reserves of the Company included in the Pricing Disclosure Package
and the Offering Memorandum, including, without limitation, production, costs
of operation and development, current prices for production, agreements
relating to current and future operations and sales of production, was true and
correct in all material respects on the dates such estimates were made and such
information was supplied and was prepared in accordance with customary industry
practices; other than normal production of the reserves, intervening market
commodity price fluctuations, fluctuations in demand for such products, adverse
weather conditions, unavailability or increased costs of rigs, equipment,
supplies or personnel, the timing of third party operations and other factors,
in each case as described in the Pricing Disclosure Package and the Offering
Memorandum, the Company is not aware of any facts or circumstances that would
result in a material adverse change in the aggregate net reserves, or the
present value of future net cash flows therefrom, as described in the Pricing
Disclosure Package and the Offering Memorandum; estimates of such reserves and
present values as described in the Pricing Disclosure Package and the Offering
Memorandum comply in all material respects with the applicable requirements of
Regulation S-X and Industry Guide 2 under the Securities Act.


 


(cc)         The pro forma reserve information
included in the Pricing Disclosure Package and the Offering Memorandum includes
assumptions that provide a reasonable basis for presenting the significant
effects directly attributable to the transactions and events described therein,
the related pro forma adjustments give appropriate effect to those assumptions,
and the pro forma adjustments reflect the proper application of those
adjustments to the historical reserve information of the Company included or
incorporated by reference in the Pricing Disclosure Package and the Offering
Memorandum.


 


(dd)         The statistical and market-related data
under the captions “Summary,” “Business” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” included in the
Pricing Disclosure Package and the Offering Memorandum and the consolidated
financial statements of the Company and its subsidiaries included or
incorporated by reference in the Pricing Disclosure Package and the Offering
Memorandum are based on or derived from sources that the Company believes to be
reliable and accurate in all material respects.


 


(ee)         Neither the Company nor any of its
subsidiaries is, and as of the Closing Date, after giving effect to the offer
and sale of the Notes and the application of the proceeds therefrom as
described under “Use of Proceeds” in the Pricing Disclosure Package and the
Offering Memorandum none of them will be, an “investment company” within the
meaning of such term under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules and regulations
of the Commission thereunder.


 


(ff)           Except as described in the Pricing
Disclosure Package, there are no legal or governmental proceedings pending to
which the Company or any of its subsidiaries is a party or of which any
property or assets of the Company or any of its subsidiaries is the subject
that could, in the aggregate, reasonably be expected to have a Material Adverse


 


10
















 


Effect or a material adverse effect on the
performance of this Agreement or the consummation of any transaction
contemplated by this Agreement or any other material transaction contemplated
by the Pricing Disclosure Package or the Offering Memorandum; and to the
Company’s knowledge, no such proceedings are threatened or contemplated by
governmental authorities or others.


 


(gg)         The Company’s Definitive Proxy
Statement on Schedule 14A filed April 21, 2008 describes all
relationships, direct or indirect, between or among any Issuer or any
Guarantor, on the one hand, and the directors, officers, unitholders, customers
or suppliers of any Issuer or any Guarantor, on the other hand, that would be
required by the Securities Act to be described in a registration statement on Form S-3;
provided that, with respect to the Initial Purchasers, such disclosure is
supplemented by the information presented under “Plan of Distribution” in the
Preliminary Offering Memorandum.


 


(hh)         No labor disturbance by the employees
of the Company or its subsidiaries exists or, to the knowledge of the Company,
is imminent that could reasonably be expected to have a Material Adverse
Effect.


 


(ii)           (i) Each “employee benefit plan”
(within the meaning of Section 3(3) of the Employee Retirement Security
Act of 1974, as amended (“ERISA”)) that
is subject to Title IV of ERISA or Section 412 of the Code (as defined
below) (but not including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of
ERISA) for which the Company or any member of its “Controlled Group” (defined
as any organization which is a member of a controlled group of corporations
within the meaning of Section 414 of the Internal Revenue Code of 1986, as
amended (the “Code”)) may have any liability
(each a “Plan”), has been maintained in
compliance in all material respects  with its terms
and with the requirements of all applicable statutes, rules and
regulations including ERISA and the Code; (ii) with respect to each such  Plan (a) no “reportable event” (within the meaning of Section 4043(c) of
ERISA) has occurred or is reasonably expected to occur, (b) no “accumulated
funding deficiency” (within the meaning of Section 302 of ERISA or Section 412
of the Code), whether or not waived, has occurred or is reasonably expected to
occur, (c) the fair market value of the assets under each Plan exceeds the
present value of all benefits accrued under such Plan (determined based on
those assumptions used to fund such Plan) and (d) neither the Company nor
any member of its Controlled Group has incurred, or reasonably expects to
incur, any liability under Title IV of ERISA (other than contributions to the
Plan or premiums to the PBGC in the ordinary course and without default) in
respect of such Plan; and (iii) each plan that is intended to be qualified
under Section 401(a) of the Code is so qualified and nothing has
occurred, whether by action or by failure to act, which would reasonably be
expected  to  cause the loss
of such qualification, except where failure to be so qualified would not be
reasonably likely to result in a Material Adverse Effect.  Neither the Company nor any member of its
Controlled Group has any withdrawal or other liability to any “multiemployer
plan”, within the meaning of Section 4001(c)(3) of ERISA, except for
a liability which either is not reasonably likely to result in a Material
Adverse Effect or which is indemnified against by a third party.


 


11

















 


(jj)           The Company and the Guarantors have
filed all federal, state, local and foreign income and franchise tax returns
required to be filed through the date hereof, subject to permitted extensions,
and have paid or made provision for the payment of all taxes due thereon,
except (i) those taxes that are not reasonably likely to result in a
Material Adverse Effect, (ii) those taxes, assessments or other charges
that are being contested in good faith, if such taxes, assessments, or other
charges are adequately reserved for or (iii) as described in the Pricing
Disclosure Package and the Offering Memorandum; and no tax deficiency has been
determined adversely to the Company or any of its subsidiaries, nor does the
Company have any knowledge of any tax deficiencies, in either case, that could,
in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(kk)         Neither the Company nor any Guarantor
is in violation of its charter or by-laws (or similar organizational
documents); neither the Company or any of its subsidiaries (i) is in
default, and no event has occurred that, with notice or lapse of time or both,
would constitute such a default, in the due performance or observance of any
term, covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement, license or other agreement or instrument to which it is
a party or by which it is bound or to which any of its properties or assets is
subject or (ii) is in violation of any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
it or its property or assets or has failed to obtain any license, permit,
certificate, franchise or other governmental authorization or permit necessary
to the ownership of its property or to the conduct of its business, except in
the case of clauses (i) and (ii), to the extent any such violation or
default could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.


 


(ll)           The Company is in compliance with the
applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and
regulations promulgated in connection therewith, except where failure to be in
compliance would not reasonably be expected to result in a Material Adverse
Effect.


 


(mm)       The Company and its subsidiaries maintain
a system of internal accounting controls and other controls sufficient to
provide reasonable assurances that (i) transactions are executed in
accordance with management’s general or specific authorization; (ii) transactions
are recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain
accountability for assets; (iii) access to assets is permitted only in
accordance with management’s general or specific authorization; and (iv) the
recorded accounting for assets is compared with existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.


 


(nn)         The Company maintains disclosure
controls and procedures (as such term is defined in Rule 13a-15(e) under
the Exchange Act), which (i) are designed to ensure that material
information relating to the Company, including its subsidiaries, is made known
to the principal executive officer and the principal financial officer of the
Company by others within the Company, particularly during the periods in which
the periodic reports required under the Exchange Act are being prepared, and (ii) as
of the 


 


12

















 


evaluation
date with respect to the most recent report requiring certification under Rule 13a-14
under the Exchange Act filed with the Commission, such disclosure controls and
procedures were effective in all material respects to perform the functions for
which they were established.


 


(oo)         The Company and the Guarantors have
such permits, licenses, patents, franchises, certificates of need and other
approvals or authorizations of governmental or regulatory authorities (“Permits”) as are necessary under applicable law to own their
properties and conduct their businesses in the manner described in the Pricing
Disclosure Package and the Offering Memorandum, subject to such qualifications
as may be set forth in the Pricing Disclosure Package and the Offering
Memorandum and except for any of the foregoing that could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect; each of
the Company and the Guarantors has fulfilled and performed all of its
obligations with respect to the Permits, and no event has occurred that allows,
or after notice or lapse of time would allow, revocation or termination thereof
or results in any other impairment of the rights of the holder or any such
Permits, except for any of the foregoing that could not reasonably be expected
to have a Material Adverse Effect.


 


(pp)         Except as described in the Pricing
Disclosure Package and the Offering Memorandum and except as would not in the
aggregate reasonably be expected to have a Material Adverse Effect, (i) neither
the Company nor any of the Guarantors has received any notice that has not been
resolved alleging that it is in violation of any federal, state, local or
foreign statute, law, rule, regulation, ordinance, code, policy or any judicial
or administrative interpretation thereof, including any judicial or
administrative order, consent, decree or judgment, pertaining to pollution or
protection of human health, the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata) or
wildlife, including, without limitation, laws and regulations pertaining to the
release or threatened release of chemicals, 
pollutants, contaminants, wastes, toxic substances, hazardous
substances, petroleum or petroleum products, asbestos-containing materials or
mold (collectively, “Hazardous Materials”)
or to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (ii) the Company and the
Guarantors have all permits, authorizations and approvals required under any
applicable Environmental Laws and are each in compliance with their
requirements, (iii) there are no pending or, to the knowledge of the
Company, threatened administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, notices of noncompliance or violation,
investigation or proceedings under any Environmental Law against the Company or
any of the Guarantors, and (iv) to the knowledge of the Company, there are
no events or circumstances that would reasonably be expected to form the basis
of an order for clean-up or remediation, or an action, suit or proceeding by
any private party or governmental body or agency, against or affecting the
Company or any of the Guarantors pertaining to Hazardous Materials or under any
Environmental Laws.


 


(qq)         The Issuers and the Guarantors have not
taken and will not take, directly or indirectly, any action designed to or that
has constituted or that could reasonably be 


 


13

















 


expected to
cause or result in the stabilization or manipulation of the price of any
security of the Company or the Guarantors to facilitate the sale or resale of
the Notes or Guarantees.


 


(rr)           The Company and the Guarantors have
good and marketable title to all real property and to all personal property
described in the Pricing Disclosure Package and the Offering Memorandum as
being owned by them and valid, legal and defensible title to the interests in
oil and gas properties underlying the estimates of the Company’s proved
reserves described in the Pricing Disclosure Package, in each case free and
clear of all liens, encumbrances and defects except (i) such as are
described in the Pricing Disclosure Package and the Offering Memorandum, (ii) such
as arise in connection with the Credit Facilities, (iii) such as do not
(individually or in the aggregate) materially interfere with the use made or
proposed to be made of such property by the Company and the Guarantors or (iv) such
as are not (individually or in the aggregate) reasonably likely to result in a
Material Adverse Effect; any real property and buildings held under lease or
sublease by the Company and its subsidiaries are held by them under valid,
subsisting and enforceable leases with such exceptions as (i) do not
materially interfere with, the use made and proposed to be made of such
property and buildings by the Company and its subsidiaries or (ii) are not
(individually or in the aggregate) reasonably likely to result in a Material
Adverse Effect; and the working interests derived from oil, gas and mineral
leases or mineral interests which constitute a portion of the real property
held or leased by the Company and its subsidiaries reflect in all material
respects the right of the Company and its subsidiaries to explore, develop or
produce hydrocarbons from such real property, and the care taken by the Company
and its subsidiaries with respect to acquiring or otherwise procuring such
leases or mineral interests was generally consistent with standard industry
practices in the areas in which the Company and its subsidiaries operate for
acquiring or procuring leases and interests therein to explore, develop or
produce hydrocarbons.


 


(ss)         The Company and the Guarantors carry,
or are covered by, insurance in such amounts and covering such risks as the Company
reasonably considers adequate for the conduct of their business and the value
of their properties and as is reasonably customary for companies engaged in
similar businesses in similar industries; and none of the Company or any
Guarantor has received notice that cancellation of any insurance is pending or
effective.


 


(tt)           No Restricted Subsidiary (as defined
in the Indenture) of the Company is currently prohibited, directly or
indirectly, from paying any dividends to the Company, from making any other
distribution on such Restricted Subsidiary’s capital stock, from repaying to
the Company any loan or advances to such Restricted Subsidiary from the Company
or from transferring any of such Restricted Subsidiary’s property or assets to
the Company or any other Restricted Subsidiary of the Company, except as
described in or contemplated by the Credit Facilities, the Pricing Disclosure
Package and the Offering Memorandum.


 


(uu)         Immediately after Linn Energy Holdings,
LLC has entered into the Guarantee to which it is a party, (i) the fair
value of the assets of such Guarantor will 


 


14

















 


exceed the
debts and liabilities, subordinated, contingent or otherwise, of such
Guarantor, (ii) the present fair saleable value of the property of such
Guarantor will be greater than the amount that will be required to pay the
probable liabilities of such Guarantor on its debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities, subordinated,
contingent or otherwise, become absolute and matured, (iii) such Guarantor
will be able to pay its debts and other liabilities, subordinated, contingent
or otherwise, as such debts and other liabilities become absolute and matured,
and (iv) such Guarantor will not have an unreasonably small capital with
which to conduct the business in which it is engaged as such business is
conducted and is proposed to be conducted following the Closing Date.


 


(vv)         None of the transactions contemplated
by this Agreement (including without limitation, the use of the proceeds from
the sale of the Notes), will violate or result in a violation of Section 7
of the Exchange Act, or any regulation promulgated thereunder, including,
without limitation, Regulations T, U and X of the Board of Governors of the
Federal Reserve System.


 


(ww)       There are no legal or governmental
proceedings pending or, to the knowledge of the Company, threatened against any
of the Company or any of its subsidiaries, or to which any of the Company or
any of its subsidiaries is a party, or to which any of their respective
properties is subject, that would be required by the Securities Act to be
described in a registration statement on Form S-3 that are not so
described in the Pricing Disclosure Package and the Offering Memorandum; and
there are no agreements, contracts, indentures, leases or other instruments
that would be required to be described in a registration statement on Form S-3
that have not been so described in the Pricing Disclosure Package and the
Offering Memorandum or the documents incorporated by reference therein.


 


Any certificate signed by any
officer of the Issuers or the Guarantors, as the case may be, and delivered to
the Representatives or counsel for the Initial Purchasers in connection with
the offering of the Notes shall be deemed a representation and warranty by the
Issuers and the Guarantors, jointly and severally, as to matters covered
thereby (and is subject to the limitations therein, if any), to each Initial
Purchaser.


 


2.     Purchase of the Securities by the Initial Purchasers.  On the basis of the
representations and warranties contained in, and subject to the terms and
conditions of, this Agreement, the Issuers agree to sell the Securities to the
several Initial Purchasers, and each of the Initial Purchasers, severally and
not jointly, agrees to purchase from the Issuers, the aggregate principal
amount of the Securities set forth opposite the respective names of the Initial
Purchasers on Schedule 1 hereto, at a purchase price equal to 95.184% of
the principal amount thereof.  The
Issuers shall not be obligated to deliver any of the Securities except upon
payment for all the Securities to be purchased on the Closing Date as provided
herein.


 


3.     Delivery of and Payment for the Notes.


 


(a)           Delivery of and payment for the Notes
shall be made at the offices of Akin Gump Strauss Hauer & Feld LLP,
1111 Louisiana Street, Houston, Texas 77002, at 10:00 


 


15

















 


A.M., New York
City time, on the third full business day following the date of this Agreement
or at such other date or place as shall be determined by agreement between the
Representatives and the Company (the “Closing Date”).


 


(b)           Delivery of the Notes will be made to
the Representatives by or on behalf of the Issuers against payment of the
purchase price therefor by wire transfer of immediately available funds.  Delivery of the Notes will be made through
the facilities of The Depository Trust Company (“DTC”)
unless the Representatives will otherwise instruct.  Delivery of the Notes at the time and place
specified in this Agreement is a further condition to the obligations of each
Initial Purchaser.


 


4.     Offering by
Initial Purchasers.  Each
Initial Purchaser, severally and not jointly, represents and warrants to and
agrees with the Company that:


 


(a)           It has not offered or sold, and will
not offer or sell, any Securities, except (i) within the United States, to
those persons it reasonably believes to be “qualified institutional buyers” within
the meaning of Rule 144A under the Securities Act (a “Qualified Institutional Buyer”) and that,
in connection with each such sale, it has taken or will take reasonable steps
to ensure that the purchaser of such Securities is aware that such sale is being
made in reliance on Rule 144A or (ii) in accordance with the
restrictions set forth in Schedule 4 attached hereto.


 


(b)           It is a Qualified Institutional
Buyer.


 


5.     Further Agreements of the Issuers, the Guarantors.  Each of the Issuers and the Guarantors
agrees:


 


(a)           Until the later of (x) the
completion of the placement of the Securities by the Initial Purchasers with
the Subsequent Purchasers and (y) the Closing Date, prior to amending or
supplementing the Offering Memorandum, to furnish to the Initial Purchasers for
review a copy of each such proposed amendment or supplement, and the Company
shall not use any such proposed amendment or supplement to which the
Representatives reasonably object (for the avoidance of doubt, this provision
shall not apply to any periodic report required to be filed by the Company
under the Exchange Act with respect to matters unrelated to the
Securities).  Before making, preparing,
using, authorizing, approving or distributing any Additional Written
Communication, the Company will furnish to the Initial Purchasers a copy of
such written communication for review and will not make, prepare, use,
authorize, approve or distribute any such written communication to which the
Representatives reasonably object, unless required by law.  Any such Additional Written Communication in
addition to the
road show slides relating to the offering of the Securities and made available
on www.netroadshow.com between June 16, 2008 and June 24,
2008, the use of which has been consented to by the Representatives at
or prior to the date hereof, is listed on Schedule 5 attached hereto.


 


(b)           To advise the Initial Purchasers
promptly (i) of the issuance by any governmental or regulatory authority
of any order preventing or suspending the use of the Pricing Disclosure Package
or the Offering Memorandum or the initiation or threatening 


 


16

















 


of any proceeding for that
purpose; (ii) of the occurrence of any event at any time prior to the
completion of the initial offering of the Securities as a result of which the
Pricing Disclosure Package or the Offering Memorandum, as then amended or
supplemented, would include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; and (iii) of
the receipt by any of the Issuers or Guarantors of any notice with respect to
any suspension of the qualification of the Securities for offer and sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose; and the Issuers and Guarantors will use their respective reasonable
best efforts to prevent the issuance of any such order preventing or suspending
the use of the Pricing Disclosure Package or the Offering Memorandum or
suspending any such qualification of the Securities and, if any such order is
issued, will use their respective reasonable best efforts to obtain as soon as
possible the withdrawal thereof.


 


(c)           If, prior to the completion of the
placement of the Securities by the Initial Purchasers with the Subsequent
Purchasers, any event shall occur or condition exist as a result of which, in
the judgment of any of the Issuers or in the opinion of counsel for the Initial
Purchasers, it is necessary to amend or supplement the Offering Memorandum in
order to make the statements therein, in the light of the circumstances under
which they are made, not misleading or it is otherwise necessary to amend or
supplement the Offering Memorandum to comply with law, to promptly (i) notify
the Initial Purchasers of any such event, if applicable, (ii) subject to Section 5(a) above,
prepare an amendment or supplement that corrects any such statement or omission
or effects such compliance with law and (iii) supply a reasonable number
of copies of any such amended or supplemented Offering Memorandum to the
Initial Purchasers and counsel for the Initial Purchasers without charge.


 


(d)           To furnish the Initial Purchasers,
without charge, as many copies of the Pricing Disclosure Package, the Offering
Memorandum, any amendments and supplements thereto and any documents
incorporated by reference therein as they shall have reasonably requested.


 


(e)           To cooperate with the Initial
Purchasers and counsel for the Initial Purchasers to qualify or register (or to
obtain exemptions from qualifying or registering) all or any part of the
Securities for offer and sale under the securities laws of the several states
of the United States and any other jurisdictions reasonably designated by the
Initial Purchasers, shall comply with such laws and shall continue such
qualifications, registrations and exemptions in effect for so long as required
for the distribution of the Securities; provided, however, that
the Company shall not be required to qualify as a foreign limited liability
company or to take any other action that would subject it to general service of
process in any jurisdiction (except service of process with respect to the
offering and sale of the Securities) where it is not presently qualified or
where it would be subject to taxation as a foreign limited liability
company.  The Company will advise the
Initial Purchasers promptly of the suspension of the qualification or
registration of (or any such exemption relating to) the Securities for
offering, sale or trading in any jurisdiction or any initiation or threat of
any proceeding for any such purpose, and in the event of the issuance of any
order suspending such qualification, 


 


17

















 


registration or exemption, each
of the Issuers and the Guarantors shall use its reasonable best efforts to
obtain the withdrawal thereof at the earliest possible moment.


 


(f)            Promptly from time to time to take
such action as the Representatives may reasonably request to qualify the Notes
and Guarantees for offering and sale under the securities laws of such
jurisdictions as the Representatives may reasonably request and to comply with
such laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution of
the Notes; provided that in
connection therewith the Issuers and the Guarantors shall not be required to (i) qualify
as a foreign corporation in any jurisdiction in which it would not otherwise be
required to so qualify, (ii) file a general consent to service of process
in any such jurisdiction or (iii) subject itself to taxation in any
jurisdiction in which it would not otherwise be subject.


 


(g)           During the period of 60 days from the
date hereof, without the prior written consent of the Lehman Brothers Inc., on
behalf of the Initial Purchasers, not to directly or indirectly, issue, offer,
sell, agree to issue, offer or sell, solicit offers to purchase, pledge or
otherwise dispose of (or enter into any transaction or duties which is designed
to, or could be expected to, result in the disposition by any person at any
time in the future) any debt securities of the Company or any Subsidiary with
terms substantially similar (including having equal rank) to the Notes (other
than the Notes).


 


(h)           To apply the net proceeds from the
sale of the Notes as set forth in the Pricing Disclosure Package and the
Offering Memorandum.


 


(i)            To use its reasonable efforts in cooperation with the
Initial Purchasers to permit the Notes to be eligible for clearance and
settlement through the facilities of the Depositary.


 


(j)            To not, and to use its reasonable
best efforts to cause
its affiliates not to, take, directly or indirectly, any action which is
designed to or which constitutes or which might reasonably be expected to cause
or result in the stabilization or manipulation of the price of any security of
the Issuers or the Guarantors to facilitate the sale or resale of the Notes or
Guarantees and neither the Issuers, the Guarantors nor any of its affiliated
purchasers (as defined in Rule 100 of Regulation M under the Exchange Act)
will take any action prohibited by Regulation M under the Exchange Act.


 


(k)           To use its commercially reasonable efforts to do and perform all things
required to be done or performed under this Agreement by the Issuers and the
Guarantors prior to the Closing Date to satisfy all conditions precedent to the
delivery of the Securities.


 


(l)            To take all reasonable action
necessary to enable Standard & Poor’s Corporation and Moody’s
Investors Service, Inc. to provide their respective credit ratings on the
Company’s outstanding senior debt, including for this purpose, the issuance of
the Securities and the Exchange Securities.


 


18

















 


(m)          To not, and to use its reasonable best
efforts to cause its affiliates not to, make any offer or sale of securities of
the Company of any class if, as a result of the doctrine of “integration”
referred to in Rule 502 under the Securities Act, such offer or sale would
render invalid (for the purpose of (i) the sale of the Securities by the
Company to the Initial Purchasers, (ii) the resale of the Securities by
the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the
Securities by such Subsequent Purchasers to others) the exemption from the
registration requirements of the Securities Act provided by Section 4(2) thereof
or by Rule 144A or by Regulation S or otherwise.


 


(n)           To cause each certificate for a Note
to bear the legend contained in “Notice to Investors” in the Offering
Memorandum for the time period and upon the other terms stated in the Offering
Memorandum, but not for longer than 365 days from the Closing Date.


 


(o)           To use its reasonable best efforts to
cause the Notes to be eligible for the PORTAL Market.


 


(p)           During the one-year period after the
Closing Date, to not, and to not permit any of its “affiliates” (as defined in Rule 144
under the Securities Act) to, resell any of the Notes that constitute “restricted
securities” under Rule 144 that have been reacquired by any of them.


 


6.     Expenses.  The Issuers and the Guarantors jointly and
severally, agree, whether or not the transactions contemplated by this
Agreement are consummated or this Agreement is terminated, to pay all costs,
expenses, fees and taxes incident to and in connection with (a) the
preparation and printing of certificates for the Notes; (b) the
preparation and printing of the Offering Memorandum and the Pricing Disclosure
Package and any amendment or supplement thereto, this Agreement, the
Registration Rights Agreement, the Indenture, the DTC Agreement, the Securities
and the Exchange Securities; (c) the distribution of the Offering
Memorandum and the Pricing Disclosure Package and any amendment or supplement
thereto, or any document incorporated by reference therein, all as provided in
this Agreement; (d) the qualification of the Notes and Guarantees under
the securities laws of the several jurisdictions as provided in Section 5(g) (including
related reasonable and documented fees and expenses of counsel to the Initial
Purchasers); (e) the Trustee, any agent of the Trustee, the counsel for
the Trustee in connection with the Indenture, the Securities and the Exchange
Securities; (f) the approval of the Notes by DTC for “book-entry”
transfer; (g)  the rating of the Securities or the Exchange Securities and
the listing of the Securities with the PORTAL Market; (h) investor
presentations on any “road show” undertaken in connection with the marketing of
the offering of the Notes, including, without limitation, expenses associated
with the production of road show slides and graphics, fees and expenses of any
consultants engaged in connection with the road show presentations with the
prior approval of the Company, travel and lodging expenses of the
representatives and officers of the Company and any such consultants and
one-half the cost of any aircraft chartered in connection with the road show; (i) the
preparation, printing and distribution of one or more versions of the Pricing
Disclosure Package and the Offering Memorandum for distribution in Canada,
often in the form of a Canadian “wrapper” (including the preparation of any
related Canadian blue sky memorandum and the related reasonable fees and
expenses of Canadian counsel to the Initial Purchasers); and (j)  the
performance of the 


 


19

















 


obligations of
the Issuers and the Guarantors under this Agreement and the Registration Rights
Agreement.  The Issuers and the Guarantors shall not be required to pay for any of
the Initial Purchasers’ costs and expenses (other than as set forth above),
including, without limitation, (i) the fees and expenses of counsel to the
Initial Purchasers (other than as set forth above), (ii) the “roadshow”
expenses of the Initial Purchasers and (iii) the advertising expenses of
the Initial Purchasers incurred in connection with the offering of the
Securities.


 


7.     Conditions of Initial Purchasers’ Obligations.  The respective obligations of the Initial
Purchasers hereunder are subject to the accuracy, when made and on the Closing
Date, of the representations and warranties of the Issuers and the Guarantors contained herein, to the performance
by the Issuers and the Guarantors of
their respective obligations hereunder, and to each of the following additional
terms and conditions:


 


(a)           The Initial Purchasers shall not have
discovered and disclosed to the Company on or prior to the Closing Date that
the Pricing Disclosure Package or the Offering Memorandum or any amendment or
supplement thereto contains an untrue statement of a fact that, in the opinion
of Baker Botts L.L.P., is material or omits to state a fact that, in the opinion
of such counsel, is material and is necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.


 


(b)           All corporate proceedings and other
legal matters incident to the authorization, form and validity of this
Agreement, the Registration Rights Agreement, the Indenture, the Securities,
the Exchange Securities, the Offering Memorandum and the Pricing Disclosure
Package, and all other legal matters relating to this Agreement, the Registration
Rights Agreement, the Indenture, the Securities, the Exchange Securities and
the transactions contemplated hereby and thereby shall be reasonably
satisfactory in all material respects to counsel for the Initial Purchasers,
and the Company shall have furnished to such counsel all documents and
information that they may reasonably request to enable them to pass upon such
matters.


 


(c)           Akin Gump Strauss Hauer &
Feld LLP shall have furnished to the Representatives its written opinion, as
counsel to the Issuers, addressed to the Initial Purchasers and dated the
Closing Date, in form and substance reasonably satisfactory to the
Representatives, substantially in the form attached hereto as Exhibit B.  GableGotwals, shall have furnished to the
Representatives its written opinion, as special Oklahoma counsel to the
Issuers, addressed to the Initial Purchasers and dated the Closing Date, in
form and substance reasonably satisfactory to the Representatives,
substantially in the form attached hereto as Exhibit C.  Charlene Ripley, General Counsel of the
Company, shall have furnished to the Representatives her written opinion,
addressed to the Initial Purchasers and dated the Closing Date, in form and
substance reasonably satisfactory to the Representatives, substantially in the
form attached hereto as Exhibit D.


 


(d)           The Representatives shall have
received from Baker Botts L.L.P., counsel for the Initial Purchasers, such
opinion or opinions, dated the Closing Date, with respect to the issuance and
sale of the Securities, the Offering Memorandum and the Pricing 


 


20
















 


Disclosure Package and other related matters as the Representatives may
reasonably require, and the Issuers and the Guarantors shall have furnished to
such counsel such documents as they reasonably request for the purpose of
enabling them to pass upon such matters. 


 


(e)           At the time of execution of this
Agreement, the Representatives shall have received from each of KPMG LLP, Hein &
Associates LLP and Deloitte & Touche LLP a letter, in form and
substance satisfactory to the Representatives, addressed to the Initial
Purchasers and dated the date hereof (i) confirming that they are
independent public accountants within the meaning of the Securities Act and are
in compliance with the applicable requirements relating to the qualification of
accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) stating,
as of the date hereof (or, with respect to matters involving changes or
developments since the respective dates as of which specified financial
information is given in the Pricing Disclosure Package, as of a date not more
than three days prior to the date hereof), the conclusions and findings of such
firm with respect to the financial information and other matters ordinarily
covered by accountants’ “comfort letters” to underwriters in connection with
registered public offerings.


 


(f)            With respect to the letter of KPMG
LLP referred to in the preceding paragraph and delivered to the Representatives
concurrently with the execution of this Agreement (the “initial
letter”), the Company shall have furnished to the Representatives a
letter (the “bring-down letter”) of such
accountants, addressed to the Initial Purchasers and dated the Closing Date (i) confirming
that they are independent public accountants within the meaning of the
Securities Act and are in compliance with the applicable requirements relating
to the qualification of accountants under Rule 2-01 of Regulation S-X of
the Commission, (ii) stating, as of the date of the bring-down letter (or,
with respect to matters involving changes or developments since the respective
dates as of which specified financial information is given in the Offering
Memorandum, as of a date not more than three days prior to the date of the
bring-down letter), the conclusions and findings of such firm with respect to the
financial information and other matters covered by the initial letter and (iii) confirming
in all material respects the conclusions and findings set forth in the initial
letter.


 


(g)           At the time of execution of this
Agreement, the Representatives shall have received from each of DeGolyer &
McNaughton and Schlumberger Data and Technology Corporation a letter, in form
and substance reasonably satisfactory to the Representatives, addressed to the
Initial Purchasers and dated the date hereof covering certain matters relating
to information about the reserves of the Company presented in the Pricing
Disclosure Package.


 


(h)           Each Issuer and each Guarantor shall
have furnished to the Representatives a certificate, dated the Closing Date, of
each Issuer’s and each Guarantor’s Chief Executive Officer and its Chief
Financial Officer (or, in the case of any Guarantor that does not have officers
holding such positions or positions of similar authority, of the Chief
Executive Officer and Chief Financial Officer of the immediate or 


 


21

















 


ultimate
parent of such entity on behalf of such entity) stating that each of them
severally represents that:


 


(i)            The
representations, warranties and agreements of the Issuers and the Guarantors in
Section 1 are true and correct on and as of the Closing Date, and the
Company and the Guarantors have complied with all of their respective
agreements contained herein in all material respects and satisfied all the
conditions on their part to be performed or satisfied hereunder at or prior to
the Closing Date;


 


(ii)           He
or she has carefully examined the Offering Memorandum and the Pricing
Disclosure Package, and, in his or her opinion, (A) the Offering
Memorandum, as of its date and on the Closing Date, and the Pricing Disclosure
Package, as of the Time of Sale, did not and do not contain any untrue
statement of a material fact and did not and do not omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and (B) since
the date of such documents, no event has occurred that should have been set
forth in a supplement or amendment to the Offering Memorandum or the Pricing
Disclosure Package that has not been so set forth; and


 


(iii)          Since
the respective dates as of which information is given in the Offering
Memorandum and the Pricing Disclosure Package, there has not been any
development that resulted in a Material Adverse Effect or any development that
could reasonably be expected to result in a Material Adverse Effect, whether or
not arising in the ordinary course of business.


 


(i)            Except as described in the Pricing
Disclosure Package, neither the Company nor any of its subsidiaries has
sustained, since the date of the latest audited financial statements included
or incorporated by reference in the Pricing Disclosure Package, any loss or
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, and since such date, there has not been
any change in the capitalization or long-term debt of the Company or any of its
subsidiaries or any adverse change, or any development involving a prospective
adverse change, in or affecting the condition (financial or otherwise), results
of operations, members’ equity, properties, management, business or prospects
of the Company and its subsidiaries taken as a whole, in each case except as could
not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


(j)            Subsequent to the execution and
delivery of this Agreement (i) no downgrading shall have occurred in the
rating accorded the Company’s or any of its subsidiaries’ debt securities or
preferred stock by any “nationally recognized statistical rating organization”
(as that term is defined by the Commission for purposes of Rule 436(g)(2) of
the Rules and Regulations), and (ii) no such organization shall have
publicly announced that it has under surveillance or review, with possible
negative implications, 


 


22

















 


its rating of any of the Company’s or any of
its subsidiaries’ debt securities or preferred stock.


 


(k)           Subsequent to the execution and
delivery of this Agreement there shall not have occurred any of the
following:  (i) trading in
securities generally on the New York Stock Exchange, the American Stock
Exchange, the Nasdaq Stock Market or in the over-the-counter market shall have
been suspended or materially limited or the settlement of such trading
generally shall have been materially disrupted or minimum prices shall have
been established on any such exchange or such market by the Commission, by such
exchange or by any other regulatory body or governmental authority having
jurisdiction, (ii) trading in any securities of the Company on any
exchange or in the over-the-counter market shall have been suspended or
materially limited, (iii) a banking moratorium shall have been declared by
federal or state authorities, (iv) the United States shall have become
engaged in hostilities, there shall have been an escalation in hostilities
involving the United States or there shall have been a declaration of a
national emergency or war by the United States or (v) there shall have
occurred such a material adverse change in general economic, political or
financial conditions, including, without limitation, as a result of terrorist
activities after the date hereof (or the effect of international conditions on
the financial markets in the United States shall be such), as to make it, in
the judgment of the Representatives, impracticable or inadvisable to proceed
with the public offering or delivery of the Notes being delivered on such
Delivery Date on the terms and in the manner contemplated in the Offering
Memorandum.


 


(l)            At the Closing Date, the Notes shall
have been designated for trading on the PORTAL Market.


 


(m)          The Issuers and the Guarantors shall
have entered into the Registration Rights Agreement and the Initial Purchasers
or their counsel shall have received executed counterparts thereof.


 


(n)           The Issuers, the Guarantors and the
Trustee shall have executed and delivered the Indenture, and the Initial
Purchasers or their counsel shall have received an executed counterpart
thereof, duly executed by the Issuers, the Guarantors and the Trustee.


 


(o)           The Issuers and the Guarantors shall
have furnished the Representatives and counsel to the Initial Purchasers with
such other certificates, opinions or other documents as they may have
reasonably requested.


 


All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in all material respects reasonably
satisfactory to counsel for the Initial Purchasers.


 


8.     Indemnification and Contribution.


 


(a)           Each of the Issuers and the
Guarantors, jointly and severally, shall indemnify and hold harmless each
Initial Purchaser, its directors, officers and employees and each person, if
any, who controls any Initial Purchaser within the meaning of Section 


 


23

















 


15 of the
Securities Act and each affiliate of any Initial Purchaser within the meaning
of Rule 405 under the Securities Act, from and against any loss, claim,
damage or liability, joint or several, or any action in respect thereof
(including, but not limited to, any loss, claim, damage, liability or action
relating to purchases and sales of Notes and Guarantees), to which that Initial
Purchaser, director, officer, employee or controlling person may become
subject, under the Securities Act or otherwise, insofar as such loss, claim,
damage, liability or action arises out of, or is based upon, (i) any
untrue statement or alleged untrue statement of a material fact contained in
the Preliminary Offering Memorandum, the Pricing Supplement, any Additional
Written Communication or the Offering Memorandum or in any amendment or
supplement thereto, or (ii) the omission or alleged omission to state in
the Preliminary Offering Memorandum, the Pricing Supplement, any Additional
Written Communication or the Offering Memorandum or in any amendment or
supplement thereto any material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and shall reimburse each Initial
Purchaser and each such director, officer, employee or controlling person
promptly upon demand for any legal or other out-of-pocket expenses reasonably
incurred by that Initial Purchaser, director, officer, employee or controlling
person in connection with investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the Issuers and the
Guarantors shall not be liable in any such case to the extent that any such
loss, claim, damage, liability or action arises out of, or is based upon, any
untrue statement or alleged untrue statement or omission or alleged omission
made in the Preliminary Offering Memorandum, the Pricing Supplement, any
Additional Written Communication or the Offering Memorandum in reliance upon
and in conformity with written information furnished to the Company through the
Representatives by or on behalf of any Initial Purchaser specifically for
inclusion therein, which information consists solely of the information
specified in Section 8(e).  The
foregoing indemnity agreement is in addition to any liability which the Issuers
or the Guarantors may otherwise have to any Initial Purchaser or to any
director, officer, employee or controlling person of that Initial Purchaser.


 


(b)           Each Initial Purchaser, severally and
not jointly, shall indemnify and hold harmless each Issuer, each of the
Guarantors and their respective directors, officers and employees, and each
person, if any, who controls the Issuers or the Guarantors, as the case may be,
within the meaning of Section 15 of the Securities Act, from and against
any loss, claim, damage or liability, joint or several, or any action in
respect thereof, to which the Issuers, the Guarantors or any such director,
officer, employee or controlling person may become subject, under the Securities
Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, (i) any untrue statement or alleged
untrue statement of a material fact contained in the Preliminary Offering
Memorandum, the Pricing Supplement, any Additional Written Communication or the
Offering Memorandum or in any amendment or supplement thereto, or (ii) the
omission or alleged omission to state in the Preliminary Offering Memorandum,
the Pricing Supplement, any Additional Written Communication or the Offering
Memorandum or in any amendment or supplement thereto, any material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under 


 


24

















 


which they
were made, not misleading, but in each case only to the extent that the untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company through the Representatives by or on behalf of that Initial Purchaser
specifically for inclusion therein, which information is limited to the
information set forth in Section 8(e). 
The foregoing indemnity agreement is in addition to any liability that
any Initial Purchaser may otherwise have to the Issuers, any Guarantor and any
such director, officer, employee or controlling person.


 


(c)           Promptly after receipt by an
indemnified party under this Section 8 of notice of any claim or the
commencement of any action, the indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under this Section 8,
notify the indemnifying party in writing of the claim or the commencement of
that action; provided, however,
that the failure to notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 8 except to the extent it
has been materially prejudiced by such failure and, provided, further, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under this Section 8.  If any such claim or action shall be brought
against an indemnified party, and it shall notify the indemnifying party thereof,
the indemnifying party shall be entitled to participate therein and, to the
extent that it wishes, jointly with any other similarly notified indemnifying
party, to assume the defense thereof with counsel reasonably satisfactory to
the indemnified party.  After notice from
the indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided,
however, that the indemnified party shall have the right to employ
counsel to represent jointly the indemnified party and those other indemnified
parties and their respective directors, officers, employees and controlling
persons who may be subject to liability arising out of any claim in respect of
which indemnity may be sought under this Section 8 if (i) the
indemnified party and the indemnifying party shall have so mutually agreed; (ii) the
indemnifying party has failed within a reasonable time to retain counsel
reasonably satisfactory to the indemnified party; (iii) the indemnified
party and its directors, officers, employees and controlling persons shall have
reasonably concluded that there may be legal defenses available to them that
are different from or in addition to those available to the indemnifying party;
or (iv) the named parties in any such proceeding (including any impleaded
parties) include both the indemnified parties or their respective directors,
officers, employees or controlling persons, on the one hand, and the
indemnifying party, on the other hand, and representation of both sets of
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them, and in any such event the fees and expenses
of such separate counsel shall be paid by the indemnifying party.  No indemnifying party shall (i) without
the prior written consent of the indemnified parties (which consent shall not
be unreasonably withheld, conditioned or delayed), settle or compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties
are actual 


 


25

















 


or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding and does not include any
findings of fact or admissions of fault or culpability as to the indemnified party,
or (ii) be liable for any settlement of any such action effected without
its written consent (which consent shall not be unreasonably withheld,
conditioned or delayed), but if settled with the consent of the indemnifying
party or if there be a final judgment for the plaintiff in any such action, the
indemnifying party agrees to indemnify and hold harmless any indemnified party
from and against any loss or liability by reason of such settlement or
judgment.


 


(d)           If the indemnification provided for
in this Section 8 shall for any reason be unavailable to or insufficient
to hold harmless an indemnified party under Section 8(a) or 8(b) in
respect of any loss, claim, damage or liability, or any action in respect
thereof, referred to therein, then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim, damage or liability,
or action in respect thereof, (i) in such proportion as shall be appropriate
to reflect the relative benefits received by the Issuers and the Guarantors, on
the one hand, and the Initial Purchasers, on the other, from the offering of
the Notes and Guarantees or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Issuers and the Guarantors, on the one hand, and
the Initial Purchasers, on the other, with respect to the statements or
omissions that resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations.  The relative benefits received by the Issuers
and the Guarantors, on the one hand, and the Initial Purchasers, on the other,
with respect to such offering shall be deemed to be in the same proportion as
the total net proceeds from the offering of the Notes purchased under this
Agreement (before deducting expenses) received by the Issuers and the
Guarantors, on the one hand, and the total purchase discounts and commissions
received by the Initial Purchasers with respect to the Notes purchased under
this Agreement, on the other hand, bears to the total gross proceeds from the
offering of the Notes under this Agreement. 
The relative fault shall be determined by reference to whether the
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the
Issuers, the Guarantors or the Initial Purchasers, the intent of the parties
and their relative knowledge, access to information and opportunity to correct
or prevent such statement or omission. 
For purposes of the preceding two sentences, the net proceeds deemed to
be received by the Issuers shall be deemed to be also for the benefit of the
Guarantors, and information supplied by the Issuers shall also be deemed to
have been supplied by the Guarantors.  The
Issuers, the Guarantors and the Initial Purchasers agree that it would not be
just and equitable if contributions pursuant to this Section 8(d) were
to be determined by pro rata allocation (even if the Initial Purchasers were
treated as one entity for such purpose) or by any other method of allocation
that does not take into account the equitable considerations referred to
herein.  The amount paid or payable by an
indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section 8(d) shall
be deemed to include, for purposes of this Section 8(d), any legal or
other expenses 


 


26

















 


reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim. 
Notwithstanding the provisions of this Section 8(d), no Initial
Purchaser shall be required to contribute any amount in excess of the amount by
which the net proceeds from the sale of the Notes underwritten by it exceeds
the amount of any damages that such Initial Purchaser has otherwise paid or
become liable to pay by reason of any untrue or alleged untrue statement or
omission or alleged omission.  No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.  The Initial Purchasers’ obligations to
contribute as provided in this Section 8(d) are several in proportion
to their respective underwriting obligations and not joint.


 


(e)           The Initial Purchasers severally
confirm and the Issuers and the Guarantors acknowledge and agree that the
statement regarding delivery of Notes by the Initial Purchasers set forth on
the cover page of, and the fourth and seventh paragraphs appearing under
the caption “Plan of Distribution” in, the Pricing Disclosure Package and the
Offering Memorandum are correct and constitute the only information concerning
such Initial Purchasers furnished in writing to any Issuer or any Guarantor by
or on behalf of the Initial Purchasers specifically for inclusion in the
Preliminary Offering Memorandum, the Pricing Supplement, any Additional Written
Communication or the Offering Memorandum or in any amendment or supplement thereto
or in any Non-Prospectus Road Show.


 


9.     Defaulting Initial Purchasers.  If, on the Closing Date, any Initial
Purchaser defaults in the performance of its obligations under this Agreement,
the remaining non-defaulting Initial Purchasers shall be obligated to purchase
the Securities that the defaulting Initial Purchaser agreed but failed to
purchase on the Closing Date in the respective proportions which the principal
amount of the Securities set forth opposite the name of each remaining
non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total
principal amount of the Securities set forth opposite the names of all the
remaining non-defaulting Initial Purchasers in Schedule 1 hereto; provided, however, that the remaining non-defaulting Initial
Purchasers shall not be obligated to purchase any of the Securities on the
Closing Date if the total principal amount of the Securities that the
defaulting Initial Purchaser or Initial Purchasers agreed but failed to
purchase on such date exceeds 10.0% of the total principal amount of the
Securities to be purchased on the Closing Date, and any remaining
non-defaulting Initial Purchaser shall not be obligated to purchase more than
110% of the principal amount of the Securities that it agreed to purchase on
the Closing Date pursuant to the terms of Section 2.  If the foregoing maximums are exceeded, the
remaining non-defaulting Initial Purchasers, or those other initial purchasers
satisfactory to the Representatives who so agree, shall have the right, but shall
not be obligated, to purchase, in such proportion as may be agreed upon among
them, all the Securities to be purchased on the Closing Date.  If the remaining Initial Purchasers or other
initial purchasers satisfactory to the Representatives do not elect to purchase
the Securities that the defaulting Initial Purchaser or Initial Purchasers
agreed but failed to purchase on the Closing Date, this Agreement shall
terminate without liability on the part of any non-defaulting Initial
Purchaser, the Issuers or the Guarantors, except that the Issuers and
Guarantors will continue to be liable for the payment of expenses to the extent
set forth in Section 6.  As used in
this Agreement, the term “Initial Purchaser” includes, for all purposes of this
Agreement unless the context requires 


 


27

















 


otherwise, any party not listed in Schedule 1 hereto that,
pursuant to this Section 9, purchases Securities that a defaulting Initial
Purchaser agreed but failed to purchase.


 


Nothing contained herein shall relieve a defaulting Initial Purchaser
of any liability it may have to the Issuers or Guarantors for damages caused by
its default.  If other Initial Purchasers
are obligated or agree to purchase the Securities of a defaulting or
withdrawing Initial Purchaser, either the Representatives or the Company may
postpone the Closing Date for up to seven full business days in order to effect
any changes that in the opinion of counsel for the Company or counsel for the
Initial Purchasers may be necessary in the Pricing Disclosure Package or the
Offering Memorandum or in any other document or arrangement.


 


10.       Termination.  The obligations of the Initial Purchasers
hereunder may be terminated by the Representatives by notice given to and received
by the Company prior to delivery of and payment for the Securities if, prior to
that time, any of the events described in Sections 7(i), 7(j) and 7(k) shall
have occurred or if the Initial Purchasers shall decline to purchase the
Securities for any reason permitted under this Agreement.


 


11.       Reimbursement of Initial Purchasers’ Expenses.  If the Issuers
shall fail to tender the Securities for delivery to the Initial Purchasers (i) by
reason of any failure, refusal or inability of the Issuers or the Guarantors to
perform any agreement on their respective parts to be performed, (ii) because
any other condition to the Initial Purchasers’ obligations hereunder required
to be fulfilled by any of the Issuers or the Guarantors is not fulfilled for
any reason or (iii) because the Initial Purchasers shall decline to
purchase the Securities for any reason permitted under this Agreement, the
Issuers will reimburse the Initial Purchasers for all reasonable out-of-pocket
expenses (including reasonable fees and disbursements of counsel) incurred by
the Initial Purchasers in connection with this Agreement and the proposed
purchase of the Securities, and upon demand the Issuers shall pay the full
amount thereof to the Representatives; provided, however, that if this Agreement
is terminated pursuant to Section 7(k) (other than due to Section 7(k)(ii))
or pursuant to Section 9 by reason of the default of one or more Initial
Purchasers, the Issuers shall not be obligated to reimburse any Initial
Purchaser on account of those expenses.


 


12.       Offer, Sale and Resale Procedures.  Each of the Initial
Purchasers, on the one hand, and the Issuers and the Guarantors, on the other
hand, hereby agrees that they have observed and will observe the following
procedures in connection with the offer and sale of the Securities:


 


(a)           Offers and sales of the Securities
will be made only by the Initial Purchasers or Affiliates thereof qualified to
do so in the jurisdictions in which such offers or sales are made.  Each such offer or sale shall only be made to
persons whom the offeror or seller reasonably believes to be Qualified
Institutional Buyers or non-U.S. persons outside the United States to whom the
offeror or seller reasonably believes offers and sales of the Securities may be
made in reliance upon Regulation S upon the terms and conditions set forth in Schedule
4 attached hereto, which Schedule 4 is hereby expressly made a part hereof.


 


28

















 


(b)           The Securities will be offered by
approaching prospective Subsequent Purchasers on an individual basis.  No general solicitation or general
advertising (within the meaning of Rule 502 under the Securities Act) will
be used in the United States in connection with the offering of the Securities.


 


(c)           Upon original issuance by the
Company, and until such time as the same is no longer required under the
applicable requirements of the Securities Act, the Notes (and all securities
issued in exchange therefor or in substitution thereof, other than the Exchange
Notes) shall bear the following legend and such other legends as the Initial
Purchasers and their counsel shall deem necessary:


 


“THE NOTES
EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER SUCH
NOTES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF
ANY NOTE EVIDENCED HEREBY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT
IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING SUCH NOTE
IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE WHICH IS
ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY
PREDECESSOR OF SUCH NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE
OF THE COMPANY WERE THE OWNERS OF SUCH NOTE (OR ANY PREDECESSOR OF SUCH NOTE)
(THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER
SUCH NOTE EXCEPT (A) TO AN ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR
SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO
OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT
TO RULE 144 UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES
THAT IT 


 


29

















 


WILL GIVE TO EACH
PERSON TO WHOM SUCH NOTE IS TRANSFERRED PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND, SUBJECT
TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER (i) THAT IS (A) PURSUANT TO CLAUSE (2)(D) PRIOR TO THE
END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT OR (B) PURSUANT TO CLAUSE (2)(F) PRIOR TO
THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
THEM, AND (ii) IN EACH OF THE FOREGOING CASES IN CLAUSES (i)(A) OR
(B), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON
THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS
LEGEND WILL BE REMOVED AS TO ANY NOTE EVIDENCED HEREBY UPON DELIVERY TO THE
TRUSTEE BY THE COMPANY OR THE  HOLDER
THEREOF OF A WRITTEN REQUEST FOR THE REMOVAL HEREOF, IN ANY CASE AT ANY TIME
AFTER THE RESALE RESTRICTION TERMINATION DATE. 
AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S.
PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT.”


 


Following the
sale of the Securities by the Initial Purchasers to Subsequent Purchasers
pursuant to the terms hereof, the Initial Purchasers shall not be liable or
responsible to the Company for any losses, damages or liabilities suffered or
incurred by the Company, including any losses, damages or liabilities under the
Securities Act, arising from or relating to any resale or transfer of any
Security.


 


13.       Research Analyst Independence.  The Issuers and the Guarantors acknowledge
that the Initial Purchasers’ research analysts and research departments are
required to be independent from their respective investment banking divisions
and are subject to certain regulations and internal policies, and that such
Initial Purchasers’ research analysts may hold views and make statements or
investment recommendations and/or publish research reports with respect to the
Issuers, the Guarantors and/or the offering that differ from the views of their
respective investment banking divisions. 
The Issuers and the Guarantors hereby waive and release, to the fullest
extent permitted by law, any claims that any Issuer or any of the Guarantors
may have against the Initial Purchasers with respect to any conflict of
interest that may arise from the fact that the views expressed by their
independent research analysts and research departments may be different from or
inconsistent with the views or advice communicated to the Issuers or the
Guarantors by such Initial Purchasers’ investment banking divisions.  The Issuers and the Guarantors acknowledge
that each of the Initial Purchasers is a full service securities firm and as
such from time to time, subject to applicable securities laws, may effect
transactions for its own account or the account of its customers and hold long
or short positions in debt or equity securities of the Company.


 


30
















 


14.       No
Fiduciary Duty.  The
Issuers and the Guarantors acknowledge and agree that in connection with this
offering, sale of the Notes or any other services the Initial Purchasers may be
deemed to be providing hereunder, notwithstanding any preexisting relationship,
advisory or otherwise, between the parties or any oral representations or
assurances previously or subsequently made by the Initial Purchasers:  (i) no fiduciary or agency relationship
between the Issuers, the Guarantors and any other person, on the one hand, and
the Initial Purchasers, on the other, exists; (ii) the Initial Purchasers
are not acting as advisors, expert or otherwise, to the Issuers or the
Guarantors, including, without limitation, with respect to the determination of
the public offering price of the Notes, and such relationship between the
Issuers and the Guarantors, on the one hand, and the Initial Purchasers, on the
other, is entirely and solely commercial, based on arms-length negotiations; (iii) any
duties and obligations that the Initial Purchasers may have to the Issuers or
the Guarantors shall be limited to those duties and obligations specifically
stated herein; and (iv) the Initial Purchasers and their respective
affiliates may have interests that differ from those of the Issuers and the
Guarantors.  The Issuers and the
Guarantors hereby waive any claims that the Issuers or the Guarantors may have
against the Initial Purchasers with respect to any breach of fiduciary duty in
connection with this offering.


 


15.       Notices,
Etc. 
All statements, requests, notices and agreements hereunder shall be in
writing, and:


 


(a)           if to the Initial
Purchasers, shall be delivered or sent by mail or facsimile transmission
to:  Lehman Brothers Inc., 1271 Avenue of
the Americas, 42nd Fl, New York, New York 10020, Attention:  Syndicate Registration (Fax: 646-834-8133), with a copy, in the
case of any notice pursuant to Section 8(c), to the Director of
Litigation, Office of the General Counsel, Lehman Brothers Inc., 1271 Avenue of
the Americas, 44th floor, New York, New York 10020 (Fax:  212-520-0421); and


 


(b)           if to the Issuers,
shall be delivered or sent by mail or facsimile transmission to Linn Energy,
LLC, 600 Travis Street, Suite 5100, Houston, Texas  77002, Attention:  General Counsel, Fax:  281-840-4180.


 


Any such statements, requests, notices or agreements shall take effect
at the time of receipt thereof.  The
Issuers shall be entitled to act and rely upon any request, consent, notice or
agreement given or made on behalf of the Initial Purchasers by the
Representatives.


 


16.       Persons
Entitled to Benefit of Agreement.  This Agreement shall inure to the benefit of
and be binding upon the Initial Purchasers, the Issuers, the Guarantors and
their respective successors.  This
Agreement and the terms and provisions hereof are for the sole benefit of only
those persons, except that (A) the representations, warranties,
indemnities and agreements of the Issuers and the Guarantors contained in this
Agreement shall also be deemed to be for the benefit of the directors, officers
and employees of the Initial Purchasers and each person or persons, if any, who
control any Initial Purchaser within the meaning of Section 15 of the
Securities Act and (B) the indemnity agreement of the Initial Purchasers
contained in Section 8(b) of this Agreement shall be deemed to be for
the benefit of the directors of the Issuers and the Guarantors and any person
controlling the Issuers or the Guarantors within the meaning of Section 15
of the Securities Act.  Nothing in this
Agreement is intended or shall be construed to give any person, other than the
persons referred to in this Section 16, any legal or 


 


31

















 


equitable right, remedy or claim under or in
respect of this Agreement or any provision contained herein.


 


17.       Survival.  The respective
indemnities, representations, warranties and agreements of the Issuers, the
Guarantors and the Initial Purchasers contained in this Agreement or made by or
on behalf of them, respectively, pursuant to this Agreement, shall survive the
delivery of and payment for the Notes and shall remain in full force and
effect, regardless of any investigation made by or on behalf of any of them or
any person controlling any of them.


 


18.       Definition
of the Terms “Business Day” and “Subsidiary”.  For purposes of this Agreement, (a) “business day” means each Monday, Tuesday, Wednesday,
Thursday or Friday that is not a day on which banking institutions in New York
are generally authorized or obligated by law or executive order to close and (b) “subsidiary” has the meaning set forth in Rule 405.


 


19.       Partial Enforceability.  The invalidity or unenforceability of any
section, paragraph or provision of this Agreement shall not affect the validity
or enforceability of any other section, paragraph or provision hereof.  If any section, paragraph or provision of
this Agreement is, for any reason, determined to be invalid or unenforceable,
there shall be deemed to be made such minor changes (and only such minor
changes) as are necessary to make it valid and enforceable and to effect the
original intent of the parties hereto.


 


20.       Governing
Law.  This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.


 


21.       Counterparts.  This Agreement may
be executed in one or more counterparts and, if executed in more than one
counterpart, the executed counterparts shall each be deemed to be an original
but all such counterparts shall together constitute one and the same
instrument.


 


22.       Headings.  The headings herein
are inserted for convenience of reference only and are not intended to be part
of, or to affect the meaning or interpretation of, this Agreement.


 


23.       Amendments; Waivers.  This Agreement may only be amended or
modified in writing, signed by all of the parties hereto, and no condition
herein (express or implied) may be waived unless waived in writing by each
party whom the condition is meant to benefit.


 


[Signature Pages Follow]


 


32

















 


If the foregoing correctly sets forth the agreement among the Issuers,
the Guarantors and the Initial Purchasers, please indicate your acceptance in
the space provided for that purpose below.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  ISSUERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Linn Energy, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kolja Rockov

  
	
   

  	
   

  	
  Name: Kolja Rockov

  
	
   

  	
   

  	
  Title: Executive Vice
  President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Linn
  Energy Finance Corp.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kolja Rockov

  
	
   

  	
   

  	
  Name: Kolja Rockov

  
	
   

  	
   

  	
  Title: Executive Vice
  President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS

  
	
   

  	
   

  
	
   

  	
  Linn
  Energy Holdings, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kolja Rockov

  
	
   

  	
   

  	
  Name: Kolja Rockov

  
	
   

  	
   

  	
  Title: Executive Vice
  President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Penn
  West Pipeline, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kolja Rockov

  
	
   

  	
   

  	
  Name: Kolja Rockov

  
	
   

  	
   

  	
  Title: Executive Vice
  President and

  
	
   

  	
   

  	
  Chief Financial Officer

  



 


33

















 


	
   

  	
  Mid-Continent
  Holdings I, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kolja Rockov

  
	
   

  	
   

  	
  Name: Kolja Rockov

  
	
   

  	
   

  	
  Title: Executive Vice
  President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Mid-Continent
  Holdings II, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kolja Rockov

  
	
   

  	
   

  	
  Name: Kolja Rockov

  
	
   

  	
   

  	
  Title: Executive Vice
  President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Mid-Continent
  I, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kolja Rockov

  
	
   

  	
   

  	
  Name: Kolja Rockov

  
	
   

  	
   

  	
  Title: Executive Vice
  President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Linn
  Gas Marketing, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kolja Rockov

  
	
   

  	
   

  	
  Name: Kolja Rockov

  
	
   

  	
   

  	
  Title: Executive Vice
  President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Mid-Continent
  II, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kolja Rockov

  
	
   

  	
   

  	
  Name: Kolja Rockov

  
	
   

  	
   

  	
  Title: Executive Vice
  President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Linn
  Exploration Midcontinent, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kolja Rockov

  
	
   

  	
   

  	
  Name: Kolja Rockov

  
	
   

  	
   

  	
  Title: Executive Vice
  President and

  
	
   

  	
   

  	
  Chief Financial Officer

  



 


34

















 


	
   

  	
  Linn
  Operating, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kolja Rockov

  
	
   

  	
   

  	
  Name: Kolja Rockov

  
	
   

  	
   

  	
  Title: Executive Vice
  President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Mid
  Atlantic Well Service, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kolja Rockov

  
	
   

  	
   

  	
  Name: Kolja Rockov

  
	
   

  	
   

  	
  Title: Executive Vice
  President and

  
	
   

  	
   

  	
  Chief Financial Officer

  



 


35

















 


Accepted:


 


LEHMAN BROTHERS INC.


CREDIT SUISSE SECURITIES (USA) LLC


BNP PARIBAS SECURITIES CORP.


RBC CAPITAL MARKETS CORPORATION


For themselves and as Representatives

of the several Initial Purchasers named

in Schedule 1 hereto


 


 


	
  By LEHMAN BROTHERS INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Timothy N. Hartzell

  	
   

  
	
   

  	
  Authorized Representative

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By CREDIT SUISSE SECURITIES (USA) LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Lee Mallett

  	
   

  
	
   

  	
  Authorized Representative

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By BNP PARIBAS SECURITIES CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Paul Brown

  	
   

  
	
   

  	
  Authorized Representative

  	
   

  



 


36

















 


	
  By DEUTSCHE BANK SECURITIES INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Damon Barber

  	
   

  
	
   

  	
  Authorized Representative

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Robert Wheeler

  	
   

  
	
   

  	
  Authorized Representative

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By RBC CAPITAL MARKETS CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David Capaldi

  	
   

  
	
   

  	
  Authorized Representative

  	
   

  



 


37

















 


SCHEDULE 1


 


	
  Initial Purchasers

  	
   

  	
  Principal Amount

  of the Notes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Lehman Brothers Inc.

  	
   

  	
  $

  	
  51,185,400.00

  	
   

  
	
  BNP Paribas Securities
  Corp.

  	
   

  	
  $

  	
  35,189,962.50

  	
   

  
	
  Credit Suisse Securities (USA) LLC

  	
   

  	
  $

  	
  35,189,962.50

  	
   

  
	
  Deutsche Bank
  Securities Inc.

  	
   

  	
  $

  	
  35,189,962.50

  	
   

  
	
  RBC Capital Markets
  Corporation

  	
   

  	
  $

  	
  35,189,962.50

  	
   

  
	
  BMO Capital Markets
  Corp.

  	
   

  	
  $

  	
  7,677,810.00

  	
   

  
	
  Calyon Securities (USA)
  Inc.

  	
   

  	
  $

  	
  7,677,810.00

  	
   

  
	
  Citigroup Global
  Markets Inc.

  	
   

  	
  $

  	
  7,677,810.00

  	
   

  
	
  Greenwich Capital
  Markets, Inc.

  	
   

  	
  $

  	
  7,677,810.00

  	
   

  
	
  SG Americas Securities,
  LLC

  	
   

  	
  $

  	
  7,677,810.00

  	
   

  
	
  Wachovia Capital
  Markets, LLC

  	
   

  	
  $

  	
  7,677,810.00

  	
   

  
	
  Comerica
  Securities, Inc.

  	
   

  	
  $

  	
  2,559,270.00

  	
   

  
	
  Fortis Securities LLC

  	
   

  	
  $

  	
  2,559,270.00

  	
   

  
	
  Jeffries &
  Company, Inc.

  	
   

  	
  $

  	
  2,559,270.00

  	
   

  
	
  KeyBanc Capital Markets
  Inc.

  	
   

  	
  $

  	
  2,559,270.00

  	
   

  
	
  Piper Jaffray &
  Co.

  	
   

  	
  $

  	
  2,559,270.00

  	
   

  
	
  Scotia Capital (USA)
  Inc.

  	
   

  	
  $

  	
  2,559,270.00

  	
   

  
	
  SunTrust Robinson
  Humphrey, Inc.

  	
   

  	
  $

  	
  2,559,270.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  255,927,000.00

  	
   

  



 

















 


SCHEDULE 2


 


Guarantors


 


Linn
Energy Holdings, LLC (Delaware)

Penn West Pipeline, LLC (Delaware)

Mid-Continent Holdings I, LLC (Delaware)

Mid-Continent Holdings II, LLC (Delaware)

Mid-Continent I, LLC (Delaware)

Linn Gas Marketing, LLC (Delaware)

Mid-Continent II, LLC (Delaware)

Linn Exploration Midcontinent, LLC (Oklahoma)


Linn
Operating, Inc. (Delaware)

Mid Atlantic Well Service, Inc. (Delaware)


 

















 


SCHEDULE 3


 


Subsidiaries


 


Schedule
3A


 


Linn
Energy Holdings, LLC (Delaware)

Penn West Pipeline, LLC (Delaware)


Penn
West Storage, LLC (Delaware)

Linn Western Processing, LLC (Delaware)

Mid-Continent Holdings I, LLC (Delaware)

Mid-Continent Holdings II, LLC (Delaware)

Mid-Continent I, LLC (Delaware)

Linn Gas Marketing, LLC (Delaware)

Mid-Continent II, LLC (Delaware)

Linn Exploration Midcontinent, LLC (Oklahoma)


 


Schedule
3B


 


Linn
Operating, Inc. (Delaware)

Mid Atlantic Well Service, Inc. (Delaware)

Linn Western Operating, Inc. (Delaware)

Linn Energy Finance Corp. (Delaware)


 


Schedule
3C


 


Marathon
85-II Limited Partnership (West Virginia)

Marathon 85-III Limited Partnership (West Virginia)


 


Schedule
3D


 


Big
Creek Pipeline Limited Liability Company (West Virginia)


 
















 


SCHEDULE 4


 


Resale
Pursuant to Regulation S or Rule 144A.  Each Initial Purchaser understands that:


 


Such Initial
Purchaser agrees that it has not offered or sold and will not offer or sell the
Securities in the United States or to, or for the benefit or account of, a U.S.
Person (other than a distributor), in each case, as defined in Rule 902 of
Regulation S (i) as part of its distribution at any time and (ii) otherwise
until 40 days after the later of the commencement of the offering of the
Securities pursuant hereto and the Closing Date, other than in accordance with
Regulation S or another exemption from the registration requirements of the
Securities Act.  Such Initial Purchaser
agrees that, during such 40-day restricted period, it will not cause any advertisement
with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or
periodical or posted in any public place and will not issue any circular
relating to the Securities, except such advertisements as permitted by and
include the statements required by Regulation S.


 


Such Initial
Purchaser agrees that, at or prior to confirmation of a sale of Securities by
it to any distributor, dealer or person receiving a selling concession, fee or
other remuneration during the 40-day restricted period referred to in Rule 903
of Regulation S, it will send to such distributor, dealer or person receiving a
selling concession, fee or other remuneration a confirmation or notice to
substantially the following effect:


 


“The Securities
covered hereby have not been registered under the U.S. Securities Act of 1933,
as amended (the “Securities Act”), and may not be offered and sold within the
United States or to, or for the account or benefit of, U.S. persons (i) as
part of your distribution at any time or (ii) otherwise until 40 days
after the later of the date the Securities were first offered to persons other
than distributors in reliance on Regulation S and the Closing Date, except in
either case in accordance with Regulation S under the Securities Act (or in
accordance with Rule 144A under the Securities Act or to accredited
investors in transactions that are exempt from the registration requirements of
the Securities Act), and in connection with any subsequent sale by you of the
Securities covered hereby in reliance on Regulation S under the Securities Act
during the period referred to above to any distributor, dealer or person
receiving a selling concession, fee or other remuneration, you must deliver a
notice to substantially the foregoing effect. 
Terms used above have the meanings assigned to them in Regulation S
under the Securities Act.”


 


Such Initial
Purchaser agrees that the Securities offered and sold in reliance on Regulation
S will be represented upon issuance by a global security that may not be
exchanged for definitive securities until the expiration of the 40-day
restricted period referred to in Rule 903 of Regulation S and only upon
certification of beneficial ownership of such Securities by non-U.S. persons or
U.S. persons who purchased such Securities in transactions that were exempt
from the registration requirements of the Securities Act.


 

















 


SCHEDULE 5


 


None.


 

















 


EXHIBIT A


 


Linn Energy, LLC


 


Linn Energy Finance Corp.


 


Pricing
Supplement


 


Pricing Supplement dated June 24, 2008 to the Preliminary Offering
Memorandum dated June 16, 2008 of Linn Energy, LLC and Linn Energy Finance
Corp. (the “Preliminary Offering Memorandum”). This Pricing Supplement is
qualified in its entirety by reference to the Preliminary Offering Memorandum.
The information in this Pricing Supplement supplements the Preliminary Offering
Memorandum and supersedes the information in the Preliminary Offering
Memorandum to the extent it is inconsistent with the information in the Preliminary
Offering Memorandum.


 


	
  Issuers

  	
   

  	
  Linn Energy, LLC and Linn Energy Finance Corp.

  
	
   

  	
   

  	
   

  
	
  Security

  	
   

  	
  Senior
  Notes due 2018

  
	
   

  	
   

  	
   

  
	
  Maturity

  	
   

  	
  July 1,
  2018

  
	
   

  	
   

  	
   

  
	
  Amount

  	
   

  	
  $255,927,000

  
	
   

  	
   

  	
   

  
	
  Gross
  Proceeds

  	
   

  	
  $249,999,731

  
	
   

  	
   

  	
   

  
	
  Use of
  proceeds

  	
   

  	
  We
  estimate that the net proceeds to us from this offering will be approximately
  $241.6 million after deducting initial purchasers’ discounts and estimated
  offering expenses. We intend to use the net proceeds from this offering to
  repay loans outstanding under our term loan.

  
	
   

  	
   

  	
   

  
	
  Coupon

  	
   

  	
  9.875%

  
	
   

  	
   

  	
   

  
	
  Offering
  Price

  	
   

  	
  97.684%

  
	
   

  	
   

  	
   

  
	
  Yield
  to Maturity

  	
   

  	
  10.250%

  
	
   

  	
   

  	
   

  
	
  Spread
  over Reference US Treasury Security

  	
   

  	
  616
  basis points vs. 3.875% due May 2018

  
	
   

  	
   

  	
   

  
	
  Interest
  Payment Dates

  	
   

  	
  Semi-annually
  on January 1 and July 1 of each year, beginning on January 1,
  2009

  
	
   

  	
   

  	
   

  
	
  Optional
  Redemption

  	
   

  	
  On
  and after July 1, 2013, the Issuers may redeem all or a part of the
  notes upon not less than 30 nor more than 60 days’ notice, at the redemption
  prices (expressed as percentages of principal amount) set forth below, plus accrued
  and unpaid interest, if any, on the notes redeemed to the applicable
  redemption date (subject to the right of Holders of record on the relevant
  record date to receive interest due on an interest payment date that is on or
  prior to the redemption date), if redeemed during the twelve-month period
  beginning on July 1 of the years indicated below:

  



 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2013

  	
   

  	
  104.938

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2014

  	
   

  	
  103.292

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2015

  	
   

  	
  101.646

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2016 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


	
  Optional
  Redemption with Equity Proceeds

  	
   

  	
  At
  any time prior to July 1, 2011, the Issuers may on any one or more
  occasions redeem up to 35% of the aggregate principal amount of notes issued
  under the indenture at a redemption price of 109.875% of the principal
  amount, plus accrued and unpaid interest, if any, to the redemption date
  (subject to the right of Holders of record on the relevant record date to
  receive interest due on an interest payment date that is on or prior to the
  redemption date), with the net cash proceeds of one or more Equity Offerings
  by the Company; provided that (i) at least
  65% of the aggregate principal amount of notes issued under the indenture
  remains outstanding immediately after the occurrence of such redemption
  (excluding notes held by the Company and its Subsidiaries) and (ii) the
  redemption occurs within 180 days of the date of the closing of such Equity
  Offering.

  
	
   

  	
   

  	
   

  
	
  Redemption
  at Make-Whole Premium

  	
   

  	
  In
  addition, prior to July 1, 2013, the Issuers may redeem all or part of
  the notes upon not less than 30 nor more than 60 days’ notice, at a
  redemption price equal to the sum of (i) the principal amount thereof,
  plus (ii) accrued and unpaid interest, if any, to the

  



 

















 


	
   

  	
   

  	
  redemption
  date (subject to the right of Holders of record on the relevant record date
  to receive interest due on an interest payment date that is on or prior to
  the redemption date), plus (iii) the Make Whole Premium at the
  redemption date.

   

  “Treasury Rate” means, as of any redemption date, the yield
  to maturity as of such redemption date of United States Treasury securities
  with a constant maturity (as compiled and published in the most recent
  Federal Reserve Statistical Release H.15(519) which has become publicly
  available at least two Business Days prior to the redemption date (or, if
  such Statistical Release is no longer published, any publicly available
  source of similar market data)) most nearly equal to the period from the
  redemption date to July 1, 2013; provided, however, that if such period
  is not equal to the constant maturity of a United States Treasury security
  for which a weekly average yield is given, the Company shall obtain the
  Treasury Rate by linear interpolation (calculated to the nearest one-twelfth
  of a year) from the weekly average yields of United States Treasury
  securities for which such yields are given, except that if the period from
  the redemption date to July 1, 2013 is less than one year, the weekly
  average yield on actually traded United States Treasury securities adjusted
  to a constant maturity of one year shall be used. The Company will
  (a) calculate the Treasury Rate on the second Business Day preceding the
  applicable redemption date and (b) prior to such redemption date file
  with the trustee an officers’ certificate setting forth the Make Whole
  Premium and the Treasury Rate and showing the calculation of each in
  reasonable detail.

   

  “Make Whole Premium” means, with respect to a note at any
  time, the excess, if any, of (a) the present value at such time of
  (i) the redemption price of such note at July 1, 2013 (such redemption
  price being described above under the caption “Optional Redemption”), plus
  (ii) any required interest payments due on such note through
  July 1, 2013 (except for currently accrued and unpaid interest),
  computed using a discount rate equal to the Treasury Rate at such time plus
  50 basis points, discounted to the redemption date on a semi-annual basis
  (assuming a 360-day year consisting of twelve 30-day months), over
  (b) the principal amount of such note.

  
	
   

  	
   

  	
   

  
	
  Change
  of Control

  	
   

  	
  101%,
  plus accrued and unpaid interest, if any, on the notes repurchased, to the
  date of purchase (subject to the right of Holders of record on the relevant
  record date to receive interest due on an interest payment date that is on or
  prior to such date of purchase).

  
	
   

  	
   

  	
   

  
	
  Trade
  Date

  	
   

  	
  June 24,
  2008

  
	
   

  	
   

  	
   

  
	
  Settlement
  Date

  	
   

  	
  June 27,
  2008 (T+3)

  
	
   

  	
   

  	
   

  
	
  Joint
  Book-Running Managers

  	
   

  	
  Lehman
  Brothers Inc., BNP Paribas Securities Corp., Credit Suisse Securities (USA)
  LLC, Deutsche Bank Securities Inc, RBC Capital Markets Corporation

  
	
   

  	
   

  	
   

  
	
  Senior
  Co-Managers

  	
   

  	
  BMO
  Capital Markets Corp., Calyon Securities (USA) Inc., Citigroup Global Markets
  Inc., Greenwich Capital Markets, Inc., SG Americas Securities, LLC,
  Wachovia Capital Markets, LLC

  
	
   

  	
   

  	
   

  
	
  Co-Managers

  	
   

  	
  Comerica
  Securities, Inc., Fortis Securities LLC, Jefferies & Co. Inc.,
  KeyBanc Capital Markets Inc., Piper Jaffray & Co., Scotia Capital
  (USA) Inc., SunTrust Robinson Humphrey, Inc.

  
	
   

  	
   

  	
   

  
	
  CUSIP/ISIN
  Numbers

  	
   

  	
  144A
  ISIN: US536020AA80  

  144A
  CUSIP: 536020 AA8

  Regulation
  S ISIN: USU53531AA40  

  Regulation
  S CUSIP: U53531 AA4  

  Registered
  ISIN: US536020AB63

  Registered
  CUSIP: 536020 AB6

  
	
   

  	
   

  	
   

  
	
  Ranking

  	
   

  	
  At
  March 31, 2008, after giving effect to the increase of our credit
  facility borrowing base to $2.0 billion in April 2008, this offering and
  the application of the proceeds thereof as described above under “Use of
  Proceeds,”  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
  Linn would
  have had approximately $2.08 billion of total indebtedness, $1.82 billion of
  which would have been senior secured indebtedness to which the notes will be
  effectively junior in right of payment to the extent of the value of the
  collateral securing such indebtedness; and 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
  Linn
  would have had approximately $332.5 million available for borrowing under its
  revolving credit facility, which includes a $2.5 million reduction in
  availability for outstanding letters of credit;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and
  after giving further effect to the application of the proceeds from the
  expected Appalachian Basin disposition and the redetermination of the credit
  facility borrowing base resulting from the expected Appalachian Basin
  disposition,  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
  Linn
  would have had approximately $1.50 billion of total indebtedness, 

  



 

















 


	
   

  	
   

  	
   

  	
  $1.24
  billion of which would have been senior secured indebtedness to which the
  notes will be effectively junior in right of payment to the extent of the
  value of the collateral securing such indebtedness; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
  Linn
  would have had approximately $604.2 million available for borrowing under the
  credit facility, which includes a $2.5 million reduction in availability for
  outstanding letters of credit.

  



 


Capitalization


 


The
following table sets forth the consolidated capitalization of Linn Energy, LLC
(“Linn”) as of March 31, 2008:


 


(1)   on an actual basis; and


 


(2)   on an as adjusted basis, giving effect to the
issuance of the notes in this offering and the application of the estimated
$241.6 million of net proceeds to repay borrowings under its term loan; and


 


(3)   on a pro forma as adjusted basis, giving further
effect to the planned sale of its properties in the Appalachian Basin region
and application of all of the estimated $580.1 million of net proceeds
therefrom to the repayment of  the $158.4
million balance of the term loan and $421.7 million of indebtedness under its
credit facility.


 


The
following table is unaudited and should be read together with Linn’s financial
statements and the related notes included in the Preliminary Offering
Memorandum.


 


	
   

  	
   

  	
  As of

  March 31, 2008

  (unaudited)

  (In thousands)

  	
   

  
	
   

  	
   

  	
  Historical

  	
   

  	
  As Adjusted(1)

  	
   

  	
  Pro Forma

  as Adjusted (1)(2)

  	
   

  
	
  Cash and cash equivalents

  	
   

  	
  $

  	
  1,076

  	
   

  	
  $

  	
  1,076

  	
   

  	
  $

  	
  1,076

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credit facility

  	
   

  	
  $

  	
  1,665,000

  	
   

  	
  $

  	
  1,665,000

  	
   

  	
  $

  	
  1,243,298

  	
   

  
	
  Term loan

  	
   

  	
  400,000

  	
   

  	
  158,398

  	
   

  	
  —

  	
   

  
	
  Notes offered hereby

  	
   

  	
  —

  	
   

  	
  255,927

  	
   

  	
  255,927

  	
   

  
	
  Other debt(3)

  	
   

  	
  1,594

  	
   

  	
  1,594

  	
   

  	
  1,594

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total noncurrent liabilities and other
  obligations

  	
   

  	
  2,066,594

  	
   

  	
  2,080,919

  	
   

  	
  1,500,819

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Unitholders’ capital (accumulated
  loss)

  	
   

  	
  1,712,238

  	
   

  	
  1,712,238

  	
   

  	
  1,712,238

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total capitalization

  	
   

  	
  $

  	
  3,778,832

  	
   

  	
  $

  	
  3,793,157

  	
   

  	
  $

  	
  3,213,057

  	
   

  



 






(1)          Does not include application to the
repayment of indebtedness under the credit facility of the approximate $185.0
million in gross proceeds ($140.0 million net of expenses payable in connection
with the termination of hedging agreements relating to properties included in
such sale) expected to be received in August 2008 from the sale of Linn’s
properties in the Verden area.


 


(2)          Reflects Linn’s intention to use the
entire estimated $580.1 million of net proceeds from the planned disposition of
our properties in the Appalachian Basin to repay the $158.4 million balance of
the term loan and $421.7 million of indebtedness under its credit facility. The
unaudited pro forma consolidated balance sheet at March 31, 2008, included
in the Preliminary Offering Memorandum, reflects application to the repayment
of borrowings under the credit facility and the term loan agreement of only the
$452.5 million of such proceeds permitted under GAAP to be so reflected, with
the balance of such proceeds reflected as an addition to cash and cash
equivalents.


 


(3)          Includes notes payable for a building,
vehicles and equipment.


 
















 


EXHIBIT B


 


FORM OF
OPINION OF 


AKIN GUMP STRAUSS
HAUER & FELD LLP


 


1.             Each of the Issuers
and each of the Delaware Guarantors is validly existing as a corporation or
limited liability company, as applicable, in good standing under the laws of
its jurisdiction of incorporation or formation, as applicable, as listed on Exhibit C
hereto, and is duly qualified and in good standing as a foreign corporation or
limited liability company, as applicable, in each of the other jurisdictions
listed on Exhibit C hereto.


 


2.             Each of the Issuers
and the Delaware Guarantors has the corporate or entity power, as applicable,
to (i) execute and deliver, and perform its respective obligations under,
the Transaction Documents to which it is a party and (ii) own, lease and
operate its property and conduct its business as described in the Pricing
Disclosure Package and the Final Offering Memorandum.  Each of the Issuers has the corporate or
entity power, as applicable, to authorize, issue, sell and deliver the
Securities as contemplated by the Purchase Agreement.


 


3.             The execution and delivery of the
Transaction Documents by each of the Issuers and the Delaware Guarantors party
thereto and the performance by each of the Issuers and the Delaware Guarantors
of its respective obligations under the Transaction Documents to which it is a
party has been duly authorized by all necessary corporate or entity action, as
applicable, on the part of the Issuers and the Delaware Guarantors.  The Transaction Documents (other than the
Exchange Securities) have been duly and validly executed and delivered by each
of the Issuers and the Delaware Guarantors that is a party thereto.


 


4.             The Securities,
when authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the Initial Purchasers in accordance with the
terms of the Purchase Agreement, will be valid and legally binding obligations
of the Issuers, entitled to the benefits of the Indenture and enforceable
against the Issuers in accordance with their respective terms.  The
Exchange Securities, when duly executed, authenticated, issued and delivered as
provided in the Indenture and the Registration Rights Agreement, will
constitute valid and legally binding obligations of the Issuers, enforceable
against the Issuers in accordance with their respective terms.


 


5.             The Indenture (including, with respect
to the Guarantors, when the Securities have been duly and validly authenticated
in accordance with the terms of the Indenture and duly and validly paid for by
and delivered to the Initial Purchasers in accordance with the terms of the
Purchase Agreement, the guarantee of the Guarantors provided for in Article X
thereof) constitutes the valid and
legally binding obligation of the Issuers and the Guarantors, enforceable against
the Issuers and the Guarantors in accordance with its terms.


 


6.             The Registration Rights Agreement is a valid
and binding obligation of the Issuers and the Guarantors, enforceable against
the Issuers and the Guarantors in accordance with its terms.


 

















 


7.             The execution and
delivery of the Transaction Documents by each of the Issuers and the Guarantors
party thereto does not, and the performance by each of the Issuers and the
Guarantors of its respective obligations under the Transaction Documents to which
it is a party will not, (a) result in any violation of the Governing
Documents of the Issuers or the Delaware Guarantors, (b) breach or result
in a default (or an event which with notice or lapse of time, or both, would
constitute a default), or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Issuers or any
Guarantor, under the Reviewed Agreements or (c) result in any violation of
any law, statute, rule or regulation of or under any Included Law (as
defined below) (including Regulations T, U and X of the Board of Governors of
the Federal Reserve System).


 


8.             No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body (each, a “Filing”)  is required under any of the Included Laws
for the due execution and delivery of the Transaction Documents by the Issuers
and the Guarantors party thereto and the performance by the Issuers and the
Guarantors of their respective obligations under the Transaction Documents to
which they are a party, subject to the assumptions set forth in paragraph 12
and except for (i) routine Filings necessary in connection with the
conduct of the business of the Issuers and the Guarantors, including routine
Filings required to be made under the Exchange Act, (ii) such other
Filings as have been obtained or made, (iii) such Filings required under
the Act or the Exchange Act as provided in the Purchase Agreement, (iv) Filings
required under Federal and state securities laws as provided in the
Registration Rights Agreement, and (v) Filings required to maintain
corporate and similar standing and existence.


 


9.             The statements in
the Preliminary Offering Memorandum and the Final Offering Memorandum under the
caption “Description of Notes” and “Description of Existing Indebtedness”
insofar as such statements purport to summarize certain provisions of documents
referred to therein and reviewed by us as described above, fairly summarize
such provisions in all material respects, subject to the qualifications and
assumptions stated therein.  The
statements in the Preliminary Offering Memorandum and the Final Offering
Memorandum under the caption “Description of Notes” and “Description of
Existing Indebtedness” insofar as such statements purport to summarize
provisions of any law, statute, rule or regulation of or under any
Included Law referred to therein, fairly summarize such laws, statutes, rules and
regulations in all material respects, subject to the qualifications and assumptions
stated therein.  The Indenture and the
Securities conform, and the Exchange Securities, when duly executed,
authenticated, issued and delivered as provided in the Indenture and the
Registration Rights Agreement, will conform, in all material respects as to
legal matters to the descriptions thereof under the heading “Description of
Notes” in the Pricing Disclosure Package and the Final Offering Memorandum (in
the case of the Pricing Disclosure Package, when considered together with the
Pricing Supplement).


 


10.           The statements in
the Preliminary Offering Memorandum and the Final Offering Memorandum under the
caption “Certain United States Federal Income Tax Considerations,” insofar as
such statements constitute a summary of the United States federal tax laws
referred to therein, as of the date of the Preliminary Offering Memorandum and
the Final Offering Memorandum, in all material respects, are accurate and
fairly summarize the United States federal tax laws referred to therein,
subject to the qualifications and assumptions stated therein.


 

















 


11.           The Issuers and the Guarantors are not, and after
giving effect to the offering and sale of the Securities contemplated by the
Purchase Agreement and the application of the net proceeds from such sale as
described in the Preliminary Offering Memorandum and the Final Offering
Memorandum, the Issuers and the Guarantors
will not be required to register as an “investment company,” as such
term is defined under the 1940 Act.


 


12.           Assuming without independent investigation, (a) that
the Securities are sold to the Initial Purchasers, and initially resold by the
Initial Purchasers, in accordance with the terms of and in the manner
contemplated by, the Purchase Agreement and the Final Offering Memorandum; (b) the
accuracy of the representations and warranties of the Issuers and the
Guarantors set forth in the Purchase Agreement and in those certain
certificates delivered on the date hereof; (c) the accuracy of the
representations and warranties of the Initial Purchasers set forth in the
Purchase Agreement; (d) the due performance and compliance by the Issuers,
the Guarantors and the Initial Purchasers of their respective covenants and
agreements set forth in the Purchase Agreement; and (e) the Initial
Purchasers’ compliance with the Final Offering Memorandum and the transfer
procedures and restrictions described therein, it is not necessary to register
the Securities under the Securities Act or to qualify an indenture in respect
thereof under the Trust Indenture Act (the “TIA”)
in connection with the issuance and sale of the Securities by the Issuers to
the Initial Purchasers or in connection with the offer, resale and delivery of
the Securities by the Initial Purchasers in the manner contemplated by the
Purchase Agreement and the Final Offering Memorandum, it being expressly
understood that we express no opinion in this paragraph 12 or paragraph 8 as to
any subsequent offer or resale of any of the Securities.


 


13.           The execution and
delivery of the Transaction Documents by the Issuers and the Guarantors party
thereto do not, and the performance by the Issuers and the Guarantors of their
obligations thereunder will not, result in any violation of any order, writ,
judgment or decree under any Included Law of New York, Federal or Delaware
governmental authority or regulatory body applicable to the Issuers or any
Guarantor or their assets or properties listed on Exhibit D
attached hereto.


 


14.           The Indenture
conforms in all material respects to the requirements of the TIA and the rules and
regulations of the Commission applicable to an indenture which is qualified
thereunder.


 


In the
course of our acting as special counsel to the Issuers in connection with the
preparation of the Final Offering Memorandum and the Pricing Disclosure Package,
we have reviewed each Disclosure Document and have participated in conferences
and telephone conversations with representatives of the Issuers,
representatives of the independent public accountants for the Issuers,
representatives of the independent reserve engineers of the Issuers,
representatives of the Initial Purchasers and representatives of the Initial
Purchasers’ counsel, during which conferences and conversations the contents of
such Disclosure Documents and related matters were discussed.


 


Based on our participation in such conferences and
conversations, our review of the 
documents described above, our understanding of the U.S. federal
securities laws and the experience we have gained in our practice thereunder,
we advise you that we have no reason to believe that (i) the Final
Offering Memorandum, as of its date or as of the Closing Date, 


 

















 


contained or contains any
untrue statement of a material fact or omitted or omits to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading or (ii) the
Pricing Disclosure Package, as of the Time of Sale (which you have informed us
is a time after the Pricing Supplement specified on Annex A was made
available to investors) and as of the Closing Date, contained or contains any
untrue statement of a material fact or omitted or omits to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; it being understood
that we express no opinion as to the financial statements, financial schedules
or other financial or accounting information and reserve and production
information contained or incorporated by reference in the Pricing Disclosure
Package or the Final Offering Memorandum.


 


In rendering such opinion, such counsel may (A) rely in respect of
matters of fact upon certificates of officers and employees of the Company and
upon information obtained from public officials, (B) assume that all
documents submitted to them as originals are authentic, that all copies
submitted to them conform to the originals thereof, and that the signatures on
all documents examined by them are genuine, (C) state that their opinion
is limited to federal laws, the Delaware LLC Act and the DGCL, (D) with
respect to the opinions expressed in paragraph 1 above as to the due
qualification or registration as a foreign corporation or limited liability
company, as the case may be, of the Issuers and the Guarantors 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 Company or any of its subsidiaries to any of their
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
Company or any of its subsidiaries may be subject.


 

















 


EXHIBIT C


 


FORM OF
OPINION OF 


GABLEGOTWALS


 


1.             Linn Exploration Midcontinent, LLC
(the “Oklahoma Guarantor”) is a limited liability company validly existing and
in good standing under the laws of the State of Oklahoma with full limited
liability company power and authority to own, lease and operate its properties
and conduct its business as described in the Pricing Disclosure Package and the
Offering Memorandum.


 


2.             The Oklahoma Guarantor is duly
registered or qualified to do business and is in good standing as a foreign
limited liability company in each jurisdiction set forth under its name on Schedule
1 to this opinion letter.


 


3.             All of the outstanding membership
interests of the Oklahoma Guarantor have been authorized and issued in
accordance with the operating agreement attached as Exhibit 1 to
the Opinion Support Certificate (the “Operating
Agreement”) and are owned of
record by the Company.  To our knowledge,
the outstanding membership interests of the Oklahoma Guarantor are owned free
and clear of all liens, encumbrances and claims, other than those created under
the Credit Facilities and contractual restrictions on transfer contained in the
applicable constituent documents.  To our
knowledge, no options, warrants or other rights to purchase, agreements or
other obligations to issue or other rights to convert any obligations into any
membership interests of the Oklahoma Guarantor are outstanding.


 


4.             The Oklahoma Guarantor has the full
limited liability company power and authority to execute and deliver each of
the Transaction Documents and to perform its obligations under each of the
aforesaid agreements.


 


5.             No consent, approval,
authorization, order, registration, filing, qualification, license or permit of
or with any court or any judicial, regulatory or other legal or governmental
authority or agency of the State of Oklahoma, is required for the Oklahoma
Guarantor’s execution, delivery and performance of this Agreement, the Registration
Rights Agreement and the Indenture on or before the Closing Date, except for
those the failure of which to make or obtain, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect.


 


In rendering such opinion, such counsel may (A) rely in respect of
matters of fact upon certificates of officers and employees of the Company and
upon information obtained from public officials, (B) assume that all
documents submitted to them as originals are authentic, that all copies
submitted to them conform to the originals thereof, and that the signatures on
all documents examined by them are genuine, (C) state that their opinion
is limited to the Oklahoma Limited Liability Company Act, (D) with respect
to the opinions expressed in paragraph 1 above 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.


 

















 


EXHIBIT D


 


FORM OF
OPINION OF 


GENERAL COUNSEL


 


1.             All
of the outstanding membership interests or capital stock, as applicable, of the
Delaware Guarantors have been authorized and issued in accordance with the
limited liability company agreement or charter documents, as applicable, of
such Delaware Guarantor and are owned of record by the Company.  To such counsel’s knowledge, (i) the
outstanding membership interests or capital stock, as applicable, of the
Delaware Guarantors owned by the Company are owned free and clear of all liens,
encumbrances and claims, other than those created under the Credit Facilities and
contractual restrictions on transfer contained in the applicable constituent
documents, and (ii) no options, warrants or other rights to purchase,
agreements or other obligations to issue or other rights to convert any
obligations into any membership interests or capital stock of the Delaware
Guarantors are outstanding.


 


2.             The
documents filed under the Exchange Act and incorporated by reference in the
Pricing Disclosure Package and the Offering Memorandum or any amendment thereof
or supplement thereto (other than the financial statements and notes thereto,
related schedules and other financial data included or incorporated by
reference therein, as to which no opinion is rendered, and in the case of any
such incorporated document that was subsequently amended, such document as
amended by the subsequently filed amendment) when they were filed (after giving
effect to subsequent amendments, if applicable) with the Commission, complied
as to form in all material respects with the Exchange Act and the applicable rules and
regulations thereunder.


 


3.             Such
counsel knows of no material legal or governmental actions, suits or
proceedings pending or threatened against any Issuer or any Guarantor which
would be required by the Securities Act to be disclosed in a registration
statement on Form S-3 except as set forth in the Pricing Disclosure
Package and the Offering Memorandum.  To
such counsel’s knowledge, other than as set forth in the Pricing Disclosure
Package and the Offering Memorandum, there are no legal or governmental
proceedings pending to which the Company or its subsidiaries are a party or of
which any property of the Company or any subsidiary is the subject which are
likely to result in, individually or in the aggregate, a Material Adverse
Effect.  Other than as set forth in the
Pricing Disclosure Package and the Offering Memorandum, to such counsel’s
knowledge, no such proceedings have been overtly threatened in writing by
governmental authorities or by others, which have not been resolved.


 


In rendering such opinion, such counsel may (A) rely in respect of
matters of fact upon certificates of officers and employees of the Company and
upon information obtained from public officials, (B) assume that all
documents submitted to them as originals are authentic, that all copies
submitted to them conform to the originals thereof, and that the signatures on
all documents examined by them are genuine, (C) state that her opinion is
limited to federal laws, the Delaware LLC Act and the DGCL, (D) state that
she expresses no opinion with respect to any permits to own or operate any real
or personal property, (F) state that she expresses no opinion with respect
to the title of any of the Company or any of its subsidiaries to any of their 


 

















 


respective real or personal property
nor with respect to the accuracy or descriptions of real or personal property,
and (G) state that she expresses no opinion with respect to state or local
taxes or tax statutes to which the Company or any of its subsidiaries may be
subject.