exv4w2





Exhibit 4.2




Execution Copy




REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 6,
2010, by and among Linn Energy, LLC, a Delaware limited liability company (the “Company”), Linn
Energy Finance Corp., a Delaware corporation (“LinnCo” and, together with the Company, the
“Issuers”), the guarantors listed on Schedule A hereto (collectively, the “Guarantors”) and
RBC Capital Markets Corporation, Barclays Capital Inc. and Citigroup Global Markets Inc., as
representatives of the several Initial Purchasers named in the Purchase Agreement (as defined
below) (collectively, the “Initial Purchasers”), who have agreed to purchase the Issuers’ 8.625%
Senior Notes due 2020 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors
(the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees are
herein collectively referred to as the “Initial Securities.”



     This Agreement is made pursuant to the Purchase Agreement, dated March 29, 2010 (the “Purchase
Agreement”), among the Issuers, the Guarantors and the Initial Purchasers (i) for the benefit of
the Initial Purchasers and (ii) for the benefit of the Holders from time to time of the Initial
Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to
purchase the Initial Securities, the Issuers have agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchasers set forth in Section 7(m) of the Purchase Agreement.



     The parties hereby agree as follows:



     SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have
the following meanings:



     Additional Interest: As defined in Section 5(a) hereof.



     Advice: As defined in the last paragraph of Section 6(c) hereof.



     Affiliates: As defined in Rule 144 under the Securities Act.



     Agreement: As defined in the preamble hereto.



     Blackout Period: As defined in the last paragraph of Section 4(a) hereof.



     Broker-Dealer: Any broker or dealer registered under the Exchange Act.



     Business Day: As defined in the Indenture.



     Closing Date: The date of this Agreement.



     Commission: The Securities and Exchange Commission.



     Company: As defined in the preamble hereto.



 









 





     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the
Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the
Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the minimum period required pursuant
to Section 3(b) hereof, and (iii) the delivery by the Issuers to the Registrar under the
Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal
amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.



     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Exchange Offer: The Issuers’ offer to the Holders of all outstanding Transfer Restricted
Securities of the opportunity to exchange all such outstanding Transfer Restricted Securities held
by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate
principal amount of the Transfer Restricted Securities tendered in such exchange offer by such
Holders.



     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.



     Exchange Securities: The 8.625% Senior Notes due 2020, of the same series under the Indenture
as the Initial Notes, and the Guarantees related thereto, issued to Holders in exchange for
Transfer Restricted Securities pursuant to this Agreement.



     FINRA: The Financial Industry Regulatory Authority, Inc.



     Guarantors: As defined in the preamble hereto.



     Guarantees: As defined in the preamble hereto.



     Holder: As defined in Section 2(b)hereof.



     Indemnified Holder: As defined in Section 8(a) hereof.



     Indenture: The Indenture, dated as of April 6, 2010 by and among the Issuers, the Guarantors
and the Trustee, pursuant to which the Securities are to be issued, as such Indenture is amended or
supplemented from time-to-time in accordance with the terms thereof.



     Initial Purchasers: As defined in the preamble hereto.



     Initial Notes: As defined in the preamble hereto.



     Initial Placement: The issuance and sale by the Issuers of the Initial Securities to the
Initial Purchasers pursuant to the Purchase Agreement.



     Initial Securities: As defined in the preamble hereto.



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     Issuers: As defined in the preamble hereto.



     LinnCo: As defined in the preamble hereto.



     Person: An individual, partnership, limited liability company, corporation, trust or
unincorporated organization, or a government or agency or political subdivision thereof.



     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented
by any prospectus supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.



     Purchase Agreement: As defined in the preamble hereto.



     Registration Default: Any of the following events:




     (a) the Initial Securities are not freely tradeable (by Persons other than Affiliates
of the Company) pursuant to Rule 144 under the Securities Act as of the 366th day after the
Closing Date;




     (b) the restrictive legend on the Initial Securities (other than with respect to
Persons that are Affiliates of the Company) has not been removed as of the 366th day after
the Closing Date; or




     (c) after the Shelf Registration Statement is declared (or becomes automatically)
effective (i) such Shelf Registration Statement thereafter ceases to be effective or (ii)
such Shelf Registration Statement or the related Prospectus ceases to be usable in
connection with resales of Transfer Restricted Securities during the periods specified
herein because (but excluding any Blackout Period) either (A) any event occurs as a result
of which the related Prospectus forming part of such Shelf Registration Statement would
include any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under which they were made
not misleading, (B) it shall be necessary to amend such Shelf Registration Statement or
supplement the related Prospectus, to comply with the Securities Act or the Exchange Act or
the respective rules thereunder or (C) such Shelf Registration Statement has expired before
a replacement Shelf Registration Statement has become effective.



     Registration Statement: Any registration statement of the Company relating to (a) an offering
of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer
Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the
provisions of this Agreement, in each case, including the Prospectus.



     Securities: The Initial Securities and the Exchange Securities.



     Securities Act: The Securities Act of 1933, as amended.



     Shelf Registration Statement: As defined in Section 4(a)(x) hereof.



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     Trustee: U. S. Bank National Association.



     Trust Indenture Act: The Trust Indenture Act of 1939, as amended.



     Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the
date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security
entitled to be resold to the public by the Holder thereof without complying with the prospectus
delivery requirements of the Securities Act, (b) the date on which such Initial Security has been
effectively registered under the Securities Act and disposed of in accordance with a Shelf
Registration Statement, (c) the date on which the restrictive legend on such Initial Security has
been removed (other than with respect to Persons that are Affiliates of the Company) and the
Initial Security is freely tradeable (by Persons other than Affiliates of the Company) pursuant to
Rule 144 under the Securities Act, (d) the date on which such Initial Security is distributed to
the public by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange
Offer Registration Statement (including delivery of the Prospectus contained therein) and (e) the
date on which such Initial Security ceases to be outstanding for purposes of the Indenture.



     Underwritten Registration or Underwritten Offering: A registration in which securities of the
Company are sold to an underwriter for reoffering to the public.



     SECTION 2. Securities Subject to this Agreement.



     (a) Transfer Restricted Securities. The Transfer Restricted Securities are entitled to the
benefits of this Agreement.



     (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.



     SECTION 3. Registered Exchange Offer.



     (a) If the restrictive legend on the Initial Securities is not removed and an unrestricted
CUSIP number is not provided with respect to the Initial Securities (in each case, other than with
respect to Persons that are Affiliates of the Company) and the Initial Securities are not freely
tradeable pursuant to Rule 144 under the Securities Act (by Persons other than Affiliates of the
Issuers) as of the 366th day after the Closing Date, each of the Issuers and the Guarantors shall,
at their cost, (i) cause to be filed with the Commission, an Exchange Offer Registration Statement
under the Securities Act relating to the Exchange Securities (other than Transfer Restricted
Securities acquired by any Broker-Dealer directly from the Issuers) and the Exchange Offer, (ii)
use their reasonable best efforts (which shall include the filing of all necessary amendments to
such Registration Statement) to cause the Exchange Offer Registration Statement to be declared
effective by the Commission and (iii) upon the effectiveness of the Exchange Offer Registration
Statement, promptly commence the Exchange Offer. The Exchange Offer shall be on the appropriate
form permitting registration of the Exchange Securities to be offered in exchange for the Transfer
Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer
directly from the Issuers) and to permit resales of Initial Securities held by Broker-Dealers as
contemplated by Section 3(c) hereof; provided, however, that if prior to the time that the
Exchange Offer is Consummated the Initial Securities become



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freely tradeable pursuant to Rule 144 under the Securities Act (by Persons other than
Affiliates of the Issuers), then the obligations of the Issuers and the Guarantors under this
Section 3(a) shall cease and be of no further force and effect.




     (b) If the Issuers and the Guarantors are required to commence the Exchange Offer pursuant to
Section 3(a) above, the Issuers and the Guarantors shall cause the Exchange Offer
Registration Statement to be effective continuously and shall keep the Exchange Offer open for a
period of not less than 20 Business Days (or longer if required under applicable law) after the
date that notice of the Exchange Offer is mailed to Holders. The Issuers shall cause the Exchange
Offer to comply with all applicable federal and state securities laws. No securities other than
the Exchange Securities shall be included in the Exchange Offer Registration Statement.



     (c) If the Issuers and the Guarantors are required to commence the Exchange Offer pursuant to
Section 3(a) above, the Issuers shall indicate in a “Plan of Distribution” section
contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any
Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities that were
acquired for its own account as a result of market-making activities or other trading activities
(other than Transfer Restricted Securities acquired directly from the Issuers) may exchange such
Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be
an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus
meeting the requirements of the Securities Act in connection with any resales of the Exchange
Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery
requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in
the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain
all other information with respect to such resales by Broker-Dealers that the Commission may
require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not
name any such Broker-Dealer or disclose the amount of Initial Securities held by any such
Broker-Dealer except to the extent required by the Commission.



     (d) If the Issuers and the Guarantors are required to commence the Exchange Offer pursuant to
Section 3(a)above and if requested by any such Broker-Dealer, each of the Issuers and the
Guarantors shall use its reasonable best efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented and amended as required by the provisions of Section
6(c) hereof to the extent necessary to ensure that it is available for resales of Initial
Securities acquired by Broker-Dealers for their own accounts as a result of market-making
activities or other trading activities, and to ensure that it conforms with the requirements of
this Agreement, the Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period ending on the earlier of (i) 210 days after the
Consummation of the Exchange Offer and (ii) the date on which a Broker-Dealer is no longer required
to deliver a prospectus in connection with market-making or other trading activities.



     (e) If the Issuers and the Guarantors are required to commence the Exchange Offer pursuant to
Section 3(a) above, the Issuers shall provide sufficient copies of the latest version of
the Prospectus to Broker-Dealers promptly upon request at any time during such 210-day (or shorter
as provided in clause (d) above) period in order to facilitate such resales.



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     SECTION 4. Shelf Registration.



     (a) Shelf Registration.



     If (i) because of any change in law or in applicable interpretations thereof by the staff of
the Commission, the Company is not permitted to effect an Exchange Offer that is required by
Section 3 hereof, (ii) for any reason the Exchange Offer is required by Section 3
hereof to be but is not Consummated within one year and 90 days of the Closing Date and the
Transfer Restricted Securities are not freely tradeable pursuant to Rule 144 under the Securities
Act (unless an Exchange Offer Registration Statement has been filed within one year and 45 days of
the Closing Date and has not yet been declared effective by the Commission other than as a result
of the fault of any Issuer or Guarantor), (iii) any Initial Purchaser so requests with respect to
the Initial Securities not eligible to be exchanged for Exchange Securities in any Exchange Offer
required by Section 3 hereof and held by it following Consummation of such Exchange Offer
or (iv) any Holder (other than a Broker-Dealer who holds Transfer Restricted Securities that were
acquired for its own account as a result of market-making activities or other trading activities)
is not eligible to participate in any Exchange Offer required by Section 3 hereof or, in
the case of any Holder (other than a Broker-Dealer who holds Transfer Restricted Securities that
were acquired for its own account as a result of market-making activities or other trading
activities) that participates in any such Exchange Offer, such Holder does not receive freely
tradeable Exchange Securities on the date of the exchange, then the Issuers and the Guarantors
shall, at their cost:




     (x) as promptly as practicable, cause to be filed a shelf registration statement
pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange
Offer Registration Statement (in either event, the “Shelf Registration Statement”), which
Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities
the Holders of which shall have provided the information required pursuant to Section
4(b) hereof; and




     (y) use their reasonable best efforts to cause such Shelf Registration Statement to be
declared effective by the Commission on or before the 90th day after the date on which the
filing obligation arises.



     Each of the Issuers and the Guarantors shall use its reasonable best efforts to keep such
Shelf Registration Statement continuously effective, supplemented and amended as required by the
provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that
it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities
entitled to the benefit of this Section 4(a) and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of at least one year following the
effective date of the Shelf Registration Statement or such shorter period that will terminate when
all the Initial Securities covered by such Shelf Registration Statement (A) have been sold pursuant
to such Shelf Registration Statement or (B) may be sold without a restrictive legend or volume
limitations pursuant to Rule 144 under the Securities Act or any successor rule thereof. Each of
the Issuers and the Guarantors shall be deemed not to have used its reasonable best efforts to keep
the Shelf Registration Statement effective during the requisite period if any of the Issuers or the
Guarantors voluntarily takes any action that would result in Holders of Transfer Restricted



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Securities covered thereby not being able to offer and sell such Transfer Restricted
Securities during that period, unless (X) such action is required by applicable law; or (Y) such
action is taken by any of the Issuers or Guarantors in good faith and for valid business reasons
(not including avoidance of the Issuers or the Guarantors obligations hereunder) including, but not
limited to, the acquisition or divestiture of assets, so long as the Issuers and the Guarantors
promptly thereafter comply with the requirements of the last paragraph of Section 6(c)
hereof (the period during which the Shelf Registration Statement is not available under clauses (X)
or (Y) above, the “Blackout Period”). The Blackout Period shall not exceed 45 days in any
three-month period or 90 days in any twelve-month period, except as a result of a review of any
post-effective amendment to the Shelf Registration Statement by the Commission before declaring any
post-effective amendment to the Shelf Registration Statement effective, provided that the Issuers
have used their reasonable best efforts to cause such post-effective amendment to be declared
effective.




     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such
Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request
therefor, such information as the Company may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder
as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.



     SECTION 5. Additional Interest.



     (a) If any Registration Default shall occur, the Issuers hereby agree that the interest rate
borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day
period immediately following the occurrence of any Registration Default and shall increase by 0.25%
per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed
1.00% per annum. Such additional interest to be paid pursuant to a Registration Default as set
forth in this Section 5 is herein referred to as “Additional Interest.”



     (b) Registration Defaults shall be cured on the date that (i) the Initial Securities are
freely tradeable (by Persons other than Affiliates of the Company) pursuant to Rule 144 under the
Securities Act and the restrictive legend on the Initial Securities has been removed (other than
with respect to Persons that are Affiliates of the Company), (ii) the Exchange Offer has been
Consummated (provided that this clause (ii) shall not cure a Registration Default if a Shelf
Registration Statement is required to be filed pursuant to clause (i), (iii) or (iv) of the first
paragraph of Section 4(a)) or (iii) a Shelf Registration Statement is declared (or
automatically becomes) effective under the Securities Act, unless subsequent to the date it was
last declared effective it fails to remain effective or usable for the time period contemplated by
Section 4(a) after taking into account all other periods during which such Shelf
Registration Statement was effective. Following the cure of all Registration Defaults relating to
any particular Transfer Restricted Securities in accordance with this Section 5(b), the
interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original
interest rate borne by such Transfer



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Restricted Securities; provided, however, that, if after any such reduction in interest rate,
a different Registration Default occurs, the interest rate borne by the relevant Transfer
Restricted Securities shall again be increased pursuant to the foregoing provisions. The Issuers
shall not be required to pay Additional Interest for more than one Registration Default at any
given time.




     (c) All Additional Interest accrued pursuant to this Section 5 shall be paid in the
manner provided for in the Indenture. All obligations of the Issuers and the Guarantors set forth
in Section 5(a) that are outstanding with respect to any Transfer Restricted Security at
the time such security ceases to be a Transfer Restricted Security shall survive until such time as
all such obligations with respect to such security shall have been satisfied in full.



     SECTION 6. Registration Procedures.



     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers
and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall
use their reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted
Securities being sold in accordance with the intended method or methods of distribution thereof.
As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement,
each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior
to the Consummation thereof, a written representation to the Issuers (which may be contained in the
letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that
(A) it is not an affiliate (within the meaning of Rule 405 under the Securities Act) of any of the
Issuers or the Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no
arrangement or understanding with any Person to participate in, a distribution of the Exchange
Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in
its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities
shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder hereby
acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to
participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not
under Commission policy as in effect on the date of this Agreement rely on the position of the
Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and
Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the
Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and
(2) must comply with the registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction and that such a secondary resale transaction should
be covered by an effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of
Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such
Holder directly from the Issuers.



     (b) Shelf Registration Statement. In connection with the Shelf Registration Statement, each
of the Issuers and the Guarantors shall comply with all the provisions of Section 6(c)
hereof and shall use its reasonable best efforts to effect such registration to permit the sale of
the Transfer Restricted Securities being sold in accordance with the intended method or methods of
distribution thereof, and pursuant thereto each of the Issuers and the Guarantors will as
expeditiously as possible prepare and file with the Commission a Registration Statement relating to
the registration on any appropriate form under the Securities Act, which form shall be



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available for the sale of the Transfer Restricted Securities in accordance with the intended
method or methods of distribution thereof.




     (c) General Provisions. In connection with any Registration Statement and any Prospectus
required by this Agreement to permit the sale or resale of Transfer Restricted Securities
(including, without limitation, any Registration Statement and the related Prospectus required to
permit resales of Initial Securities by Broker-Dealers), each of the Issuers and the Guarantors
shall:




     (i) use its reasonable best efforts to keep such Registration Statement continuously
effective and provide all requisite financial statements (including, if required by the
Securities Act or any regulation thereunder, financial statements of the Guarantors) for the
period specified in Section 3 or 4 hereof, as applicable; upon the
occurrence of any event that would cause any such Registration Statement or the Prospectus
contained therein (A) to contain a material misstatement or omission or (B) not to be
effective and usable for resale of Transfer Restricted Securities during the period required
by this Agreement, the Issuers and the Guarantors shall file promptly an appropriate
amendment to such Registration Statement, in the case of clause (A), correcting any such
misstatement or omission, and, in the case of either clause (A) or (B), use its reasonable
best efforts to cause such amendment to be declared effective and such Registration
Statement and the related Prospectus to become usable for their intended purpose(s) as soon
as practicable thereafter;




     (ii) prepare and file with the Commission such amendments and post-effective amendments
to the applicable Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Section 3 or 4
hereof, as applicable, or such shorter period as set forth in this Agreement; cause the
Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the
applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and
comply with the provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during the applicable period in accordance
with the intended method or methods of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;




     (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested
by such Persons, to confirm such advice in writing, (A) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with respect to any
Registration Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the Registration Statement
or amendments or supplements to the Prospectus or for additional information relating
thereto, (C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the Transfer Restricted Securities
for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, (D) of the existence of any fact or the happening of any event that
makes any statement of a material fact made in the



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Registration Statement, the Prospectus, any amendment or supplement thereto, or any
document incorporated by reference therein untrue, or that requires the making of any
additions to or changes in the Registration Statement or the Prospectus in order to make the
statements therein (with respect to the Prospectus, in the light of the circumstances under
which they were made) not misleading. If at any time the Commission shall issue any stop
order suspending the effectiveness of the Registration Statement, or any state securities
commission or other regulatory authority shall issue an order suspending the qualification
or exemption from qualification of the Transfer Restricted Securities under state securities
or blue sky laws, each of the Issuers and the Guarantors shall use its reasonable best
efforts to obtain the withdrawal or lifting of such order at the earliest possible time;




     (iv) furnish without charge to the Initial Purchasers, each selling Holder named in any
Registration Statement, and each of the underwriter(s), if any, before filing with the
Commission, copies of any Registration Statement or any Prospectus included therein or any
amendments or supplements to any such Registration Statement or Prospectus (including all
documents incorporated by reference after the initial filing of such Registration
Statement), which documents will be subject to the review and comment of such Holders and
underwriter(s) in connection with such sale, if any, for a period of at least two Business
Days; make the Issuers’ and the Guarantors’ representatives available for discussion of such
document and other customary due diligence matters, and include such information in such
document prior to the filing thereof as such selling Holders or underwriter(s), if any,
reasonably request; and not file any such Registration Statement or Prospectus or any
amendment or supplement to any such Registration Statement or Prospectus (including all such
documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted
Securities covered by such Registration Statement or the underwriter(s), if any, shall
reasonably object in writing within two Business Days after the receipt thereof (such
objection to be deemed timely made upon confirmation of telecopy transmission within such
period); provided, that this clause (iv) shall not apply to any filing by the Company of any
annual report on Form 10-K, quarterly report on Form 10-Q or Current Report on Form 8-K with
respect to matters unrelated to the Transfer Restricted Securities and the offering or
exchange therefor.




     (v) in the case of a Shelf Registration Statement, make available during normal
business hours for inspection by the Initial Purchasers, the managing underwriter(s), if
any, participating in any disposition pursuant to such Shelf Registration Statement and any
attorney or accountant retained by the Initial Purchasers or any of the underwriter(s), all
financial and other records, pertinent corporate documents and properties of each of the
Issuers and the Guarantors and cause the Issuers’ and the Guarantors’ officers, directors
and employees to supply all information reasonably requested by any such Initial Purchaser,
underwriter, attorney or accountant in connection with such Shelf Registration Statement or
any post-effective amendment thereto subsequent to the filing thereof and prior to its
effectiveness and to participate in meetings with investors to the extent requested by the
managing underwriter(s), if any;




     (vi) in the case of a Shelf Registration Statement, if requested by any Holder,
promptly incorporate in such Prospectus, pursuant to a supplement, such information as



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such selling Holders and underwriter(s), if any, may reasonably request to have
included therein, including, without limitation, information relating to the “Plan of
Distribution” of the Transfer Restricted Securities, information with respect to the
principal amount of Transfer Restricted Securities being sold to such underwriter(s), the
purchase price being paid therefor and any other terms of the offering of the Transfer
Restricted Securities to be sold in such offering; and make all required filings of such
Prospectus supplement as soon as practicable after the Company is notified of the matters to
be incorporated in such Prospectus supplement;




     (vii) in the case of a Shelf Registration Statement, furnish to each Initial Purchaser,
each selling Holder and each of the underwriter(s), if any, without charge, at least one
copy of such Shelf Registration Statement, as first filed with the Commission, and of each
amendment thereto, including, if they so request, financial statements and schedules, all
documents incorporated by reference therein and all exhibits (including exhibits
incorporated therein by reference);




     (viii) deliver to each selling Holder and each of the underwriter(s), if any, without
charge, as many copies of the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Persons reasonably may request; each of the Issuers
and the Guarantors hereby consents to the use of the Prospectus and any amendment or
supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in
connection with the offering and the sale of the Transfer Restricted Securities covered by
the Prospectus or any amendment or supplement thereto;




     (ix) enter into such agreements (including an underwriting agreement), and make such
representations and warranties, and take all such other actions in connection therewith in
order to expedite or facilitate the disposition of the Transfer Restricted Securities
pursuant to any Shelf Registration Statement contemplated by this Agreement, all to such
extent as may be requested by any Initial Purchaser or by any Holder of Transfer Restricted
Securities or underwriter in connection with any sale or resale pursuant to any Shelf
Registration Statement contemplated by this Agreement; and whether or not an underwriting
agreement is entered into and whether or not the registration is an Underwritten
Registration, each of the Issuers and the Guarantors shall:




     (A) furnish to each Initial Purchaser, each selling Holder and each
underwriter, if any, in such substance and scope as they may request and as are
customarily made by issuers to underwriters in primary underwritten offerings, upon
the effectiveness of the Shelf Registration Statement:




     (1) a certificate, dated the date of effectiveness of the Shelf
Registration Statement signed by (y) any two authorized officers of the
Issuers and (z) a principal financial or accounting officer of each of the
Issuers and the Guarantors, confirming, as of the date thereof, the matters
set forth in Section 7(h) of the Purchase Agreement and such other matters
as such parties may reasonably request;



11









 






     (2) an opinion or opinions, dated the date of effectiveness of the
Shelf Registration Statement of counsel for the Issuers and the Guarantors,
covering the relevant matters set forth in Section 7(c) of the Purchase
Agreement and such other matters as such parties may reasonably request, and
in any event including a statement to the effect that such counsel has
participated in conferences with officers and other representatives of the
Issuers and the Guarantors, representatives of the independent public
accountants for the Issuers and the Guarantors, representatives of the
underwriter(s), if any, and counsel to the underwriter(s), if any, in
connection with the preparation of such Registration Statement and the
related Prospectus at which the content of the Registration Statement and
Prospectus were discussed and, although such counsel has not independently
verified the accuracy, completeness or fairness of such statements contained
in the Registration Statement and Prospectus; and that such counsel advises
that, on the basis of the foregoing, no facts came to such counsel’s
attention that caused such counsel to believe that the Shelf Registration
Statement, at the time such Registration Statement or any post-effective
amendment thereto became effective contained an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or that
the Prospectus contained in such Registration Statement as of its date
contained an untrue statement of a material fact or omitted 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.
Without limiting the foregoing, such counsel may state further that such
counsel assumes no responsibility for, and has not independently verified,
the accuracy, completeness or fairness of the oil and gas reserve and
production information or the financial statements, notes and schedules and
other financial or statistical data included in any Shelf Registration
Statement contemplated by this Agreement or the related Prospectus;




     (3) a customary comfort letter, dated the date of effectiveness of the
Shelf Registration Statement, from the Company’s independent accountants and
the other accountants whose reports are included or incorporated by
reference in the Shelf Registration Statement, in the customary form and
covering matters of the type customarily requested to be covered in
accountants’ comfort letters by underwriters in connection with primary
underwritten offerings, and covering or affirming the matters set forth in
the comfort letters delivered pursuant to Section 7(e) of the Purchase
Agreement, provided that to be an addressee of the comfort letter, if
requested by the applicable accountant, each Initial Purchaser and Holder
may be required to confirm that it is in the category of persons to whom a
comfort letter may be delivered in accordance with applicable accounting
literature; and



12









 






     (4) a customary comfort letter, dated the date of effectiveness of the
Shelf Registration Statement, from the Company’s independent reserve
engineers and the other reserve engineers whose reports or data are included
or incorporated by reference in the Shelf Registration Statement, in the
customary form and covering matters of the type customarily requested to be
covered in reserve engineers’ comfort letters by underwriters in connection
with primary underwritten offerings, and covering or affirming the matters
set forth in the comfort letters delivered pursuant to Section 7(g) of the
Purchase Agreement;




     (B) set forth in full or incorporate by reference in the underwriting
agreement, if any, the indemnification provisions and procedures of Section
8 hereof with respect to all parties to be indemnified pursuant to said
underwriting agreement; and




     (C) deliver such other documents and certificates as may be reasonably
requested by such parties to evidence compliance with Section 6(c)(ix)(A)
hereof and with any customary conditions contained in the underwriting agreement or
other agreement entered into by the Issuers or any of the Guarantors pursuant to
this Section 6(c)(ix), if any.




     If at any time the representations and warranties of the Issuers and the Guarantors
contemplated in Section 6(c)(ix)(A)(1) hereof cease to be true and correct, the
Issuers or the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if
any, and each selling Holder promptly and, if requested by such Persons, shall confirm such
advice in writing;




     (x) prior to any public offering of Transfer Restricted Securities pursuant to a Shelf
Registration Statement, cooperate with the selling Holders, the underwriter(s), if any, and
their respective counsel in connection with the registration and qualification of the
Transfer Restricted Securities under the state securities or blue sky laws of such
jurisdictions as the selling Holders or underwriter(s), if any, may reasonably request and
do any and all other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration
Statement; provided, however, that none of the Issuers or the Guarantors shall be required
to register or qualify as a foreign corporation where it is not then so qualified or to take
any action that would subject it to the service of process in suits or to taxation in any
jurisdiction where it is not then so subject;




     (xi) issue, upon the request of any Holder of Initial Securities covered by the Shelf
Registration Statement, Exchange Securities having an aggregate principal amount equal to
the aggregate principal amount of Initial Securities surrendered to the Issuers by such
Holder in exchange therefor or being sold by such Holder; such Exchange Securities, if in
certificated form, to be registered in the name of such Holder or in the name of the
purchaser(s) of such Securities, as the case may be; in return, the Initial Securities held
by such Holder, if in certificated form, shall be surrendered to the Issuers for
cancellation;



13









 






     (xii) cooperate with the selling Holders and the underwriter(s), if any, to facilitate
the timely preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and enable such Transfer
Restricted Securities to be in such denominations and registered in such names as the
Holders or the underwriter(s), if any, may request at least two Business Days prior to any
sale of Transfer Restricted Securities made by such Holders or underwriter(s);




     (xiii) use its reasonable best efforts to cause the Transfer Restricted Securities
covered by the Registration Statement to be registered with or approved by such domestic
other governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof or the underwriter(s), if any, to consummate the disposition of such
Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(x)
hereof;




     (xiv) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall
exist or have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a material
fact or omit 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;




     (xv) provide a CUSIP number for all Securities not later than the effective date of the
Registration Statement covering such Securities and provide the Trustee under the Indenture
with certificates for such Securities which are in a form eligible for deposit with The
Depository Trust Company and take all other action necessary to ensure that all such
Securities are eligible for deposit with The Depository Trust Company;




     (xvi) cooperate and assist in any filings required to be made with FINRA and in the
performance of any due diligence investigation by any underwriter (including any “qualified
independent underwriter”) that is required to be retained in accordance with the rules and
regulations of FINRA;




     (xvii) otherwise use its reasonable best efforts to comply with all applicable rules
and regulations of the Commission, and make generally available to its security holders, as
soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158
(which need not be audited) for the twelve-month period (A) commencing at the end of any
fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm
commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such
an offering, beginning with the first month of the Company’s first fiscal quarter commencing
after the effective date of the Registration Statement;




     (xviii) cause the Indenture to be qualified under the Trust Indenture Act not later
than the effective date of the first Registration Statement required by this Agreement, and,
in connection therewith, cooperate with the Trustee and the Holders of Securities to effect
such changes to the Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and to execute and use



14









 






its reasonable best efforts to cause the Trustee to execute, all documents that may be
required to effect such changes and all other forms and documents required to be filed with
the Commission to enable such Indenture to be so qualified in a timely manner; and




     (xix) cause all Securities covered by the Registration Statement to be listed on each
securities exchange or automated quotation system on which similar securities issued by the
Company are then listed if requested by the Holders of a majority in aggregate principal
amount of Initial Securities or the managing underwriter(s), if any.



     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Company of the existence of any fact of the kind described in
Section 6(c)(iii)(C) or (D) hereof or any Blackout Period described in Section
4(a) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted
Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xiv) hereof,
or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may
be resumed, and has received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the
Issuers (at the Company’s expense) all copies, other than permanent file copies then in such
Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was
current at the time of receipt of such notice. In the event the Company shall give any such
notice, the time period regarding the effectiveness of such Registration Statement set forth in
Section 3 or 4 hereof, as applicable, shall be extended by the number of days
during the period from and including the date of the giving of such notice pursuant to Section
6(c)(iii)(C) or (D) hereof or notice of any Blackout Period to and including the date
when each selling Holder covered by such Registration Statement shall have received the copies of
the supplemented or amended Prospectus contemplated by Section 6(c)(xiv) hereof or shall
have received the Advice.



     SECTION 7. Registration Expenses.



     (a) All expenses incident to the Issuers’ and the Guarantors’ performance of or compliance
with this Agreement will be borne by the Issuers and the Guarantors, jointly and severally,
regardless of whether a Registration Statement becomes effective, including, without limitation:
(i) all registration and filing fees and expenses (including filings made by any Initial Purchaser
or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent
underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all
fees and expenses of compliance with federal securities and state securities or blue sky laws;
(iii) all expenses of printing (including printing certificates for the Exchange Securities to be
issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and
telephone; (iv) all fees and disbursements of counsel for the Issuers and the Guarantors and,
subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all
application and filing fees in connection with listing the Exchange Securities on a securities
exchange or automated quotation system pursuant to the requirements thereof; (vi) all fees and
disbursements of independent certified public accountants of the Issuers and the Guarantors
(including the expenses of any special audit and comfort letters required by or incident to such
performance) and (vii) all fees and disbursements of the Trustee and its counsel, but in all cases
(unless otherwise provided in the underwriting agreement relating to an offering



15









 




using any Registration Statement), excluding brokers’ or underwriters’ discounts and
commissions and transfer taxes or the fees and disbursements of any counsel to any Person other
than the Issuers or the Guarantors.




     (b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf Registration
Statement), the Issuers and the Guarantors, jointly and severally, will reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer
and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration
Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be Latham & Watkins LLP
or such other counsel as may be chosen by the Holders of a majority in principal amount of the
Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.



     Each of the Issuers and the Guarantors will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and expenses of any
Person, including special experts, retained by the Issuers or the Guarantors.



     SECTION 8. Indemnification.



     (a) The Issuers and the Guarantors, jointly and severally, agree to indemnify and hold
harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) any such Holder (any of the Persons
referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii)
the respective officers, directors, partners, employees, representatives and agents of any Holder
or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be
referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all
losses, claims, damages or liabilities (or actions in respect thereof) (including, without
limitation, and as incurred, reimbursement of each such Indemnified Holder for any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action), joint or several, directly or indirectly arising out of or
based upon any untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or
alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein (with respect to the Prospectus, in the light of the circumstances
under which they were made) not misleading, except insofar as such losses, claims, damages,
liabilities or actions are caused by an untrue statement or omission or alleged untrue statement or
omission that is made in reliance upon and in conformity with information relating to any of the
Holders furnished in writing to the Company by any of the Holders expressly for use therein. This
indemnity agreement shall be in addition to any liability that the Issuers or any of the Guarantors
may otherwise have.



     In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to
which indemnity may be sought against any Issuer or Guarantor, such Indemnified Holder (or



16









 




the Indemnified Holder controlled by such controlling person) shall promptly notify the
Issuers and the Guarantors in writing; provided, however, that the failure to give such notice
shall not relieve any of the Issuers or the Guarantors of its obligations pursuant to this
Agreement. Such Indemnified Holder shall have the right to employ its own counsel in any such
action and the fees and expenses of such counsel shall be paid, as incurred, by the Issuers and the
Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is not
entitled to indemnification hereunder). The Issuers and the Guarantors shall not, in connection
with any one such action or proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations or circumstances,
be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for such Indemnified Holders, which firm shall be
designated by the Holders. The Issuers and the Guarantors shall be liable for any settlement of
any such action or proceeding effected with the Issuers’ and the Guarantors’ prior written consent,
which consent shall not be withheld unreasonably, and each of the Issuers and the Guarantors agrees
to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage,
liability or action by reason of any settlement of any action effected with the written consent of
the Issuers and the Guarantors. The Issuers and the Guarantors shall not, without the prior
written consent of each Indemnified Holder, not to be unreasonably withheld, settle or compromise
or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened
action, claim, litigation or proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such
settlement, compromise, consent or termination includes an unconditional release of each
Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.




     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Issuers, the Guarantors and their respective directors and officers
who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) any Issuer or any Guarantor, and the
respective officers, directors, partners, employees, representatives and agents of each such
Person, to the same extent as the foregoing indemnity from the Issuers and the Guarantors to each
of the Indemnified Holders, but only with respect to claims and actions (i) based on information
relating to such Holder furnished in writing by such Holder expressly for use in any Registration
Statement or Prospectus or (ii) with respect to any sales after the receipt from the Company by
such Holder of the notice contemplated by Section 6(c)(iii)(C)or (D) and before
the receipt from the Company by such Holder of the Advice with respect to such notice. In case any
action or proceeding shall be brought against the Issuers, the Guarantors or their respective
directors or officers or any such controlling person in respect of which indemnity may be sought
against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties
given the Issuers and the Guarantors, and the Issuers, the Guarantors, their respective directors
and officers and such controlling person shall have the rights and duties given to each Holder by
the preceding paragraph. The liability of any Holder of Transfer Restricted Securities under this
Section 8(b) shall not exceed the aggregate net proceeds to such Holder, if any, received
from the sale of Transfer Restricted Securities or Exchange Securities pursuant to any Registration
Statement. This indemnity agreement shall be in addition to any liability that the Holders of
Transfer Restricted Securities may otherwise have.



17









 





     (c) If the indemnification provided for in this Section 8 is unavailable to an
indemnified party under Section 8(a) or (b) hereof (other than by reason of
exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities or
actions referred to therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities and actions (including legal or other expenses
reasonably incurred in connection with investigating or defending same) in such proportion as is
appropriate to reflect the relative benefits received by the Issuers and the Guarantors, on the one
hand, and the Holders, on the other hand, from the Initial Placement, the amount of Additional
Interest which did not become payable as a result of the filing of the Registration Statement
resulting in such losses, claims, damages, liabilities or actions, and such Registration Statement
(and, if applicable, from sales of Transfer Restricted Securities pursuant to a Shelf Registration
Statement), or if such allocation is not permitted by applicable law, the relative fault of the
Issuers and the Guarantors, on the one hand, and the Holders, on the other hand, in connection with
the statements or omissions which resulted in such losses, claims, damages, liabilities or actions,
as well as any other relevant equitable considerations. The relative fault of the Issuers and the
Guarantors on the one hand and of the Indemnified Holder on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by the
Issuers or any of the Guarantors, on the one hand, or the Indemnified Holders, on the other hand,
and the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities or actions referred to above shall be deemed to include,
subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any
legal or other fees or expenses reasonably incurred by such party in connection with investigating
or defending any action or claim.



     The Issuers, the Guarantors and each Holder of Transfer Restricted Securities agree that it
would not be just and equitable if contribution pursuant to this Section 8(c)were
determined by pro rata allocation (even if the Holders were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, liabilities or actions referred to in the
immediately preceding paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 8, none of the Holders (and its related Indemnified Holders) shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the total discount
received by such Holder with respect to the Initial Securities (and, if applicable, from sales of
Transfer Restricted Securities pursuant to a Shelf Registration Statement) exceeds the amount of
any damages which such Holder has otherwise been required to pay by reason of such 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 Holders’
obligations to contribute pursuant to this Section 8(c) are several in proportion to the
respective principal amount of Initial Securities held by each of the Holders hereunder and not
joint.



18









 





     SECTION 9. Rule 144 and 144A Information. The Company shall use its reasonable best efforts
to file the reports required to be filed by it under the Securities Act and the Exchange Act in a
timely manner and, if at any time the Company is not required to file such reports, it will, upon
the request of any Holder of Initial Securities, make publicly available other information so long
as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Issuers agree
that they will take such further action as any Holder of Initial Securities may reasonably request,
all to the extent required from time to time to enable such Holder to sell Initial Securities
without registration under the Securities Act within the limitation of the exemptions provided by
Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Issuers, upon request by
the Initial Purchasers, will provide a copy of this Agreement to prospective purchasers of Initial
Securities identified to the Issuers by the Initial Purchasers. Upon the request of any Holder of
Initial Securities, the Issuers shall deliver to such Holder a written statement as to whether it
has complied with such requirements. Notwithstanding the foregoing, nothing in this Section
9 shall be deemed to require the Issuers to register any of their securities pursuant to the
Exchange Act.



     SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any
Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer
Restricted Securities on the basis provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements and (b) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up
letters and other documents required under the terms of such underwriting arrangements.



     SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered
by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering. In any such Underwritten Offering, the investment
banker(s) and managing underwriter(s) that will administer such offering will be selected by the
Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included
in such offering; provided, however, that such investment banker(s) and managing underwriter(s)
must be reasonably satisfactory to the Issuers.



     SECTION 12. Miscellaneous.



     (a) Remedies. Each of the Issuers and the Guarantors hereby agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.



     (b) No Inconsistent Agreements. Each of the Issuers and the Guarantors will not on or after
the date of this Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof. Except as disclosed in its filings with the Commission prior to the date
hereof, neither either Issuer nor any of the Guarantors has previously entered into any agreement
granting any registration rights with respect to its securities to any Person. The rights granted
to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights
granted to the holders of the Issuers’ or any of the Guarantors’ securities under any agreement in
effect on the date hereof.



19









 





     (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given
unless the Issuers have (i) in the case of Section 5 hereof and this Section
12(c)(i), obtained the written consent of Holders of all outstanding Transfer Restricted
Securities and (ii) in the case of all other provisions hereof, obtained the written consent of
Holders of a majority of the outstanding principal amount of Transfer Restricted Securities
(excluding any Transfer Restricted Securities held by the Issuers or their respective Affiliates).
Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose securities are being tendered pursuant to the
Exchange Offer or included on a Shelf Registration Statement and that does not affect directly or
indirectly the rights of other Holders whose securities are not being tendered pursuant to such
Exchange Offer or included in such Shelf Registration Statement may be given by the Holders of a
majority of the outstanding principal amount of Transfer Restricted Securities being tendered or
registered, as the case may be; provided, however, that, with respect to any matter that directly
or indirectly affects the rights of any Initial Purchaser hereunder, the Issuers shall obtain the
written consent of each such Initial Purchaser with respect to which such amendment, qualification,
supplement, waiver, consent or departure is to be effective.



     (d) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, telecopier, or air courier guaranteeing overnight delivery:




     (i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture;




     (ii) if to the Issuers:


Linn Energy, LLC

600 Travis Street, Suite 5100

Houston, Texas 77002

Facsimile: (281) 840-4180

Attention: General Counsel



with a copy to (which shall not constitute notice):



Baker Botts L.L.P.

One Shell Plaza

910 Louisiana Street

Houston, Texas 77002

Facsimile: (713) 229-1522

Attention: Kelly Rose



and





20









 









     (iii) if to the Initial Purchasers:


RBC Capital Markets Corporation

3 World Financial Center

200 Vesey Street, 8th Floor

New York, New York 10281

Facsimile: (212) 428-6260

Attention: Joe Morea



with a copy to (which shall not constitute notice):



Latham & Watkins LLP

717 Texas, Suite 1600

Houston, Texas 77002

Facsimile: (713) 546-5401

Attention: J. Michael Chambers




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if
telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.



     Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



     (e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including, without limitation, and without the
need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted
Securities from such Holder.



     (f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



     (g) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof



     (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.



21









 





     (i) Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



     (j) Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Issuers with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and understandings among the
parties with respect to such subject matter.



[Signature Pages Follow]








22









 








     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	ISSUERS



Linn Energy, LLC

 	 
	 	By:  	/s/ Mark E. Ellis
 	 
	 	 	Name:  	Mark E. Ellis 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	Linn Energy Finance Corp.

 	 
	 	By:  	/s/ Mark E. Ellis
 	 
	 	 	Name:  	Mark E. Ellis 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	GUARANTORS





Linn Energy Holdings, LLC

 	 
	 	By:  	/s/ Mark E. Ellis
 	 
	 	 	Name:  	Mark E. Ellis 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	Penn West Pipeline, LLC

 	 
	 	By:  	/s/ Mark E. Ellis
 	 
	 	 	Name:  	Mark E. Ellis 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	Mid-Continent Holdings I, LLC

 	 
	 	By:  	/s/ Mark E. Ellis
 	 
	 	 	Name:  	Mark E. Ellis 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



[Signature Page to Registration Rights Agreement]





 









 








	 	 	 	 	 
	 	Mid-Continent Holdings II, LLC

 	 
	 	By:  	/s/ Mark E. Ellis
 	 
	 	 	Name:  	Mark E. Ellis 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	Mid-Continent I, LLC

 	 
	 	By:  	/s/ Mark E. Ellis
 	 
	 	 	Name:  	Mark E. Ellis 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	Linn Gas Marketing, LLC

 	 
	 	By:  	/s/ Mark E. Ellis
 	 
	 	 	Name:  	Mark E. Ellis 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	Mid-Continent II, LLC

 	 
	 	By:  	/s/ Mark E. Ellis
 	 
	 	 	Name:  	Mark E. Ellis 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	Linn Exploration Midcontinent, LLC

 	 
	 	By:  	/s/ Mark E. Ellis
 	 
	 	 	Name:  	Mark E. Ellis 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	Linn Operating, Inc.

 	 
	 	By:  	/s/ Mark E. Ellis
 	 
	 	 	Name:  	Mark E. Ellis 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



[Signature Page to Registration Rights Agreement]





 









 









     The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written:



For
themselves and as Representatives of the several Initial Purchasers
named in Schedule l to the Purchase Agreement




	 	 	 	 	 
	 	 
	By:  	              RBC Capital Markets Corporation
 	 
	 	 	 
	By:  	              /s/ D. Kete Cockrell II
 	 
	 	Name:  	D. Kete Cockrell II 	 
	 	Title:  	Managing Director 	 
	 
	 	 
	By:  	                    Barclays Capital Inc.
 	 
	 	 	 
	By:  	                    /s/ Paul Cugno
 	 
	 	Name:  	Paul Cugno 	 
	 	Title:  	Managing Director 	 
	 
	 	 
	By:  	                 BNP Paribas Securities Corp.
 	 
	 	 	 
	By:  	                /s/ Jim Turner
 	 
	 	Name:  	Jim Turner 	 
	 	Title:  	Managing Director 	 
	 
	 	 
	By:  	                Citigroup Global Markets Inc.
 	 
	 	 	 
	By:  	                /s/ Timothy Dilworth
 	 
	 	Name:  	Timothy Dilworth 	 
	 	Title:  	Managing Director 	 
	 
	 	 
	By:  	            Credit Agricole Securities (USA) Inc.
 	 
	 	 	 
	By:  	            /s/ Paul Brown
 	 
	 	Name:  	Paul Brown 	 
	 	Title:  	Managing Director 	 
	 



[Signature Page to Registration Rights Agreement]






 









 








	 	 	 	 	 
	 	 
	By:  	                RBS Securities Inc.
 	 
	 	 	 
	By:  	                /s/ Michael F. Newcomb II
 	 
	 	Name:  	Michael F. Newcomb II 	 
	 	Title:  	Managing Director 	 
	 
	 	 
	By:  	              Wells Fargo Securities, LLC
 	 
	 	 	 
	By:  	              /s/ Robert H. Johnson, Jr.
 	 
	 	Name:  	Robert H. Johnson, Jr. 	 
	 	Title:  	Managing Director 	 
	 



[Signature Page to Registration Rights Agreement]





 









 








SCHEDULE A




GUARANTORS




	 	 	 
	 	 	Jurisdiction of
	Name	 	Formation
	Linn Energy Holdings, LLC

	 	Delaware
	Linn Gas Marketing, LLC

	 	Delaware
	Linn Operating, Inc.

	 	Delaware
	Mid-Continent I, LLC

	 	Delaware
	Mid-Continent II, LLC

	 	Delaware
	Mid-Continent Holdings I, LLC

	 	Delaware
	Mid-Continent Holdings II, LLC

	 	Delaware
	Penn West Pipeline, LLC

	 	Delaware
	Linn Exploration Midcontinent, LLC

	 	Oklahoma






Schedule A