exv10w1






EXECUTION COPY




5,500,000 Units




LINN ENERGY, LLC




Units Representing Limited Liability

Company Interests




EQUITY UNDERWRITING AGREEMENT




May 12, 2009




RBC Capital Markets Corporation

Citigroup Global Markets Inc.

Barclays Capital Inc.

As the Representatives of the

   several underwriters named in Schedule I hereto




c/o RBC Capital Markets

3 World Financial Center

200 Vesey Street, 8th Floor

New York, New York 10281




Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019




Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013




Ladies and Gentlemen:




     Linn Energy, LLC, a Delaware limited liability company (the “Issuer”), proposes to sell to the
several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as
representatives (the “Representatives”) an aggregate of 5,500,000 units (the “Firm Units”) of the
Issuer’s limited liability company interests (the “Units”). The respective amounts of the Firm
Units to be so purchased by the several Underwriters are set forth opposite their names in Schedule
I hereto. The Issuer also proposes to sell at the Underwriters’ option an aggregate of up to
825,000 additional Units of the Issuer’s limited liability company interests (the “Option Units”)
as set forth below.



 









 





     As the Representatives, you have advised the Issuer (a) that you are authorized to enter into
this underwriting agreement (this “Agreement”) on behalf of the several Underwriters, and (b) that
the several Underwriters are willing, acting severally and not jointly, to purchase the numbers of
Firm Units set forth opposite their respective names in Schedule I, plus their pro rata portion of
the Option Units if you elect to exercise the over-allotment option in whole or in part for the
accounts of the several Underwriters. The Firm Units and the Option Units (to the extent the
aforementioned option is exercised) are herein collectively called the “Offered Units”.



     The Issuer has prepared a registration statement on Form S-3ASR (File No. 333-159125) with
respect to the Offered Units pursuant to the Securities Act of 1933, as amended (the “Securities
Act”) in accordance with the rules and regulations (the “Rules and Regulations”) of the United
States Securities and Exchange Commission (the “Commission”) thereunder. As used in this
Agreement, “Effective Date” means any date as of which any part of such registration statement
relating to the Offered Units became, or is deemed to have become, effective under the Securities
Act in accordance with the Rules and Regulations of the Commission; “Preliminary Prospectus” means
any preliminary prospectus relating to the Offered Units included in such registration statement or
filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, including any
preliminary prospectus supplement thereto relating to the Offered Units; “Pricing Prospectus” means
the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule
424(b) prior to or on the date hereof (including, for purposes hereof, any documents incorporated
by reference therein prior to or on the date hereof); “Prospectus” means the final prospectus
relating to the Offered Units, including any prospectus supplement thereto relating to the Offered
Units, as filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
“Registration Statement” means, collectively, the various parts of such registration statement,
each as amended as of the Effective Date for such part, including any Preliminary Prospectus or the
Prospectus and all exhibits to such registration statement; “Free Writing Prospectus” means any
“free writing prospectus” as defined in Rule 405 under the Securities Act relating to the Offered
Units; “Issuer Free Writing Prospectus” means any “issuer free writing prospectus” as defined in
Rule 433 under the Securities Act relating to the Offered Units; and “Applicable Time” means 8:15
p.m. (Eastern time) on May 12, 2009, which time is prior to or at the time when sales of Offered
Units were first made.



     Any reference to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include any documents incorporated by reference therein pursuant to Form S-3 under the Securities
Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be. Any
reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), after the date of such Preliminary Prospectus or the Prospectus, as
the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as
the case may be; and any reference to any amendment to the Registration Statement shall be deemed
to include any annual report of the Company on Form 10-K filed with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act after the Effective Date that is incorporated by
reference in the Registration Statement.



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     In consideration of the mutual agreements contained herein and of the interests of the parties
in the transactions contemplated hereby, the parties hereto agree as follows:



     1. Representations and Warranties of the Issuer.



          The Issuer represents and warrants to each of the Underwriters as follows:



          (a) (i) At the time of initial filing of the Registration Statement, (ii) at the time of the
most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act
(whether such amendment was by post-effective amendment, incorporated report filed pursuant to
Section 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at the time the Issuer or
any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any
offer relating to the Offered Units in reliance on the exemption of Rule 163, the Issuer was a
“well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible
issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration
statement,” as defined in Rule 405, that initially became effective within three years prior to the
date of this Agreement. Each Issuer Free Writing Prospectus conformed or will conform in all
material respects to the requirements of the Securities Act and the Rules and Regulations on the
date of first use, and the Issuer has complied with any filing requirements applicable to such
Issuer Free Writing Prospectus pursuant to the Rules and Regulations. The Issuer has not made any
offer relating to the Offered Units that would constitute an Issuer Free Writing Prospectus without
the prior written consent of the Representatives. The Issuer has retained in accordance with the
Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed
pursuant to the Rules and Regulations. The Issuer has paid or shall pay the required Commission
filing fees relating to the Offered Units within the time required by Rule 456(b)(1) without regard
to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).



          (b) The Registration Statement conforms, and any further amendments or supplements to the
Registration Statement will conform, in all material respects to the requirements of the Securities
Act and the Rules and Regulations. The Pricing Prospectus conforms and the Prospectus will
conform, in all material respects on the Effective Date and on the Closing Date (as defined below)
and each Option Closing Date (as defined below), if any, and any amendment to the Registration
Statement filed after the date hereof will conform in all material respects when filed, to the
requirements of the Securities Act and the Rules and Regulations. As of the Effective Date, the
date hereof, the Closing Date and each Option Closing Date, if any, (i) the Registration Statement
does not and will not, and any further amendments to the Registration Statement will not, when they
become effective, 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 not misleading; as of its
date and the date hereof; (ii) the Prospectus does not, and as amended or supplemented on the
Closing Date and each Option Closing Date, if any, will not, contain an untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; (iii) the Pricing
Prospectus, as supplemented by the Issuer Free Writing Prospectuses and other information listed in
Schedule II(a) hereto, taken together with the final pricing information included on the cover page
of the Prospectus (collectively, the “Disclosure Package”), as of the Applicable Time did not
include any untrue



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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;
(iv) each Issuer Free Writing Prospectus listed on Schedule II(a) or Schedule II(b) hereto does not
conflict with the information contained in the Registration Statement; and (v) each such Issuer
Free Writing Prospectus (including, without limitation, any road show that is a free writing
prospectus under Rule 433), as supplemented by and taken together with the Disclosure Package as of
the Applicable Time, did not include any 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; provided, however, that the representations and
warranties set forth in this sentence do not apply to statements or omissions in the Registration
Statement, the Prospectus, the Pricing Prospectus or any Issuer Free Writing Prospectus or any such
amendment or supplement in reliance upon and in conformity with written information furnished to
the Issuer by any Underwriter through the Representatives expressly for use therein, such
information being listed in Section 13 below. The documents incorporated by reference in
any Preliminary Prospectus or the Prospectus 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. The Issuer filed
the Registration Statement with the Commission before using any Issuer Free Writing Prospectus and
each Issuer Free Writing Prospectus was preceded or accompanied by the most recent Preliminary
Prospectus satisfying the requirements of Section 10 under the Securities Act, which Preliminary
Prospectus included an estimated price range.



          (c) Each of the statements made by the Issuer in such documents within the coverage of Rule
175(b) of the Rules and Regulations, including (but not limited to) any projections, results of
operations or statements with respect to future available cash or future cash distributions of the
Issuer or the anticipated ratio of taxable income to distributions, was made or will be made with a
reasonable basis and in good faith. Notwithstanding the foregoing, this representation and
warranty shall not apply to any statements or omissions made in reliance upon and in conformity
with written information concerning the Underwriters furnished to the Issuer by or on behalf of any
Underwriter specifically for inclusion in the Registration Statement, the Pricing Prospectus or the
Prospectus.



          (d) This Agreement has been duly authorized, executed and delivered by the Issuer, and
constitutes a valid, legal, and binding obligation of the Issuer, enforceable in accordance with
its terms, except as rights to indemnity hereunder may be limited by federal or state securities
laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws relating to or affecting the rights of creditors
generally, by general equitable principles (regardless of whether such enforceability is considered
in a proceeding in equity or at law), by public policy, by applicable law relating to
indemnification and contribution and by an implied covenant of good faith and fair dealing. The
Issuer has full power and authority to enter into this Agreement and to authorize, issue and sell
the Offered Units as contemplated by this Agreement.



          (e) The execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby and the application of the proceeds from the sale of the Offered
Units as described in the Disclosure Package and the Prospectus will not



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(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 Issuer and its
Subsidiaries (as defined below), or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement, license or other agreement or instrument to which the Issuer or any of its
Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound or to which any
of the property or assets of the Issuer or any of its Subsidiaries is subject; (ii) result in any
violation of the provisions of the limited liability company agreement, charter or bylaws (or
similar organizational documents) of the Issuer 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 Issuer 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.



          (f) The Issuer has been duly organized and is validly existing as a limited liability company
in good standing under the Delaware Limited Liability Company Act with limited liability company
power and authority to own or lease its properties and conduct its business as described in the
Prospectus and the Disclosure Package. Each of the subsidiaries of the Issuer, all of which are
listed in Exhibit A hereto (collectively, the “Subsidiaries”), has been duly organized and is
validly existing as a corporation, limited liability company or limited partnership, as the case
may be, in good standing under the laws of the jurisdiction of its incorporation, with power and
authority (corporate and other) to own or lease its properties and conduct its business as
described in the Prospectus and the Disclosure Package. The Subsidiaries are the only
subsidiaries, direct or indirect, of the Issuer. The Issuer and each of the Subsidiaries are duly
qualified to transact business and are in good standing in all jurisdictions in which the conduct
of their business 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, prospects or business of the Issuer and its Subsidiaries, taken
as a whole (a “Material Adverse Effect”).



          (g) The outstanding Units representing the Issuer’s limited liability company interests have
been duly authorized and validly issued and are fully paid and non-assessable; the Offered Units to
be issued and sold by the Issuer have been duly authorized and when issued and paid for as
contemplated herein will be validly issued, fully paid and non-assessable (except as such
nonassessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act);
and no preemptive rights of unitholders exist with respect to any of the Offered Units or the issue
and sale thereof. Neither the filing of the Registration Statement nor the offering or sale of the
Offered Units as contemplated by this Agreement gives rise to any rights, other than those which
have been waived or satisfied, for or relating to the registration of any Units. The outstanding
shares of capital stock, membership interests or partnership interests, as the case may be, of each
of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable
(except as such nonassessability may be affected by Section 18-607 of the Delaware Limited
Liability Company Act, Sections 18-2030 and 18-2031 of the Oklahoma Limited Liability Company Act
or Sections 4-406 and 4-407 of the West Virginia Uniform Limited Liability Company Act, as
applicable) and are wholly owned by the Issuer or another Subsidiary free and clear of all liens,
encumbrances and equities and claims except for (i) contractual restrictions on transfer contained
in the applicable constituent documents, the



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Indenture, dated as of June 27, 2008, among the Issuer, Linn Energy Finance Corp., the
subsidiary guarantors named therein and U.S. Bank National Association, as trustee, the Fourth
Amended and Restated Credit Agreement dated as of April 28, 2009 among the Issuer, BNP Paribas, as
administrative agent, and the lenders and agents party thereto (the “Bank Credit Facility”), and
the Indenture dated as of May 18, 2009, among the Issuer, Linn Energy Finance Corp., the guarantors
named therein and U.S. Bank, National Association, as trustee, and (ii) liens created under or
pursuant to the Bank Credit Facility and other liens permitted under the Bank Credit Facility; and
no options, warrants or other rights to purchase, agreements or other obligations to issue or other
rights to convert any obligations into shares of capital stock, membership interests or partnership
interests, as the case may be, in the Subsidiaries are outstanding.



          (h) The authorized capitalization of the Issuer is as set forth in the Disclosure Package.
All of the Offered Units conform to the description thereof contained in the Prospectus and the
Disclosure Package. No holders of securities of the Issuer have rights to the registration of such
securities under the Registration Statement that have not been waived.



          (i) The consolidated financial statements of the Issuer and the Subsidiaries, together with
related notes and schedules as set forth or incorporated by reference in the Registration
Statement, the Prospectus and the Disclosure Package, present fairly in all material respects the
financial position and the results of operations and cash flows of the Issuer and the consolidated
Subsidiaries, at the indicated dates and for the indicated periods. Such financial statements and
related schedules have been prepared in accordance with U.S. generally accepted principles of
accounting, consistently applied throughout the periods involved, except as disclosed therein, and
all adjustments necessary for a fair presentation of results for such periods have been made. The
summary financial and statistical data included in the Registration Statement, the Prospectus and
the Disclosure Package presents fairly in all material respects the information shown therein and
such data has been compiled on a basis consistent with the financial statements presented therein
and the books and records of the Issuer. The pro forma financial statements and other pro forma
financial information included in the Registration Statement, Prospectus and the Disclosure Package
present fairly the information shown therein, have been prepared in accordance with the
Commission’s rules and guidelines with respect to pro forma financial statements, have been
properly compiled on the pro forma bases described therein, and, in the opinion of the Issuer, the
assumptions used in the preparation thereof are reasonable and the adjustments used therein are
appropriate to give effect to the transactions or circumstances referred to therein.



          (j) The Issuer maintains a system of internal accounting 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 accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with respect to any
differences.



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          (k) KPMG LLP, which has audited certain financial statements of the Issuer and delivered its
opinion with respect to the audited financial statements and schedules incorporated by reference in
the Registration Statement and the Prospectus, is an independent registered public accounting firm
with respect to the Issuer within the meaning of the Securities Act and the Rules and Regulations.



          (l) DeGolyer and MacNaughton, who issued a report with respect to the Issuer’s oil and natural
gas reserves at December 31, 2008, was, as of the date of such report, and is, as of the date
hereof, an independent petroleum engineer with respect to the Issuer;



          (m) The information underlying the estimates of reserves of the Issuer included in the
Disclosure Package, 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 Disclosure Package, the Issuer 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 Disclosure Package;
estimates of such reserves and present values as described in the Disclosure Package comply in all
material respects with the applicable requirements of Regulation S-X and Industry Guide 2 under the
Securities Act.



          (n) The pro forma reserve information included in the Disclosure Package 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 Issuer included or incorporated by
reference in the Disclosure Package.



          (o) There is no action, suit, claim or proceeding pending or, to the knowledge of the Issuer,
threatened against the Issuer or any of the Subsidiaries before any court or administrative agency
or otherwise (1) that are required to be described in the Registration Statement, the Prospectus or
the Disclosure Package and are not so described or (2) which, if determined adversely to the Issuer
or any of its Subsidiaries, could reasonably be expected to have a Material Adverse Effect or
prevent the consummation of the transactions contemplated hereby, except as set forth in the
Registration Statement, the Prospectus and the Disclosure Package.



          (p) No labor disturbance or dispute with the employees of the Issuer or the Subsidiaries
exists or, to the Issuer’s knowledge, is threatened or imminent, and the Issuer is not aware of any
existing or imminent labor disturbance by the employees of any of its or its Subsidiaries’
principal suppliers, contractors or customers, that could reasonably be expected to have a Material
Adverse Effect.



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          (q) The Issuer and its Subsidiaries have good and marketable title to all real property and to
all personal property described in the Disclosure Package as being owned by them and valid, legal
and defensible title to the interests in oil and gas properties underlying the estimates of the
Issuer’s proved reserves described in the Disclosure Package, in each case free and clear of all
liens, encumbrances and defects except (i) such as are described in the Disclosure Package,
(ii) such as may arise in connection with the Bank Credit Facility, (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 Issuer and the Subsidiaries 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 Issuer and its Subsidiaries are held by them under
valid, subsisting and enforceable leases with such exceptions as (A) do not materially interfere
with, the use made and proposed to be made of such property and buildings by the Issuer and its
Subsidiaries or (B) 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 Issuer and
its Subsidiaries reflect in all material respects the right of the Issuer and its Subsidiaries to
explore, develop or produce hydrocarbons from such real property, and the care taken by the Issuer
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
Issuer and its Subsidiaries operate for acquiring or procuring leases and interests therein to
explore, develop or produce hydrocarbons.



          (r) The Issuer and the Subsidiaries have filed all federal, state, local and foreign income
and franchise tax returns which have been required to be filed and have paid all taxes indicated by
said returns and all assessments received by them or any of them to the extent that such taxes have
become due, such taxes are not reasonably likely to result in a Material Adverse Effect, or such
taxes are not being contested in good faith and for which an adequate reserve for accrual has been
established in accordance with U.S. generally accepted accounting principles. No tax deficiency
has been determined adversely to the Issuer or any of its Subsidiaries, nor does the Issuer have
knowledge of any tax deficiencies, in either case, that could, in the aggregate, reasonably be
expected to have a Material Adverse Effect. There are no transfer taxes or other similar fees or
charges under Federal law or the laws of any state, or any political subdivision thereof, required
to be paid in connection with the execution and delivery of this Agreement or the issuance by the
Issuer or sale by the Issuer of the Offered Units.



          (s) Since the respective dates as of which information is given in the Registration Statement
and the Prospectus, as it may be amended or supplemented, there has not been any material adverse
change or any development involving a prospective change which has had or is reasonably likely to
have a Material Adverse Effect, whether or not occurring in the ordinary course of business, and
there has not been any material transaction entered into or any material transaction that is
probable of being entered into by the Issuer or the Subsidiaries, other than transactions in the
ordinary course of business and changes and transactions described in the Prospectus and the
Disclosure Package. The Issuer and the Subsidiaries have no material contingent obligations that
are not disclosed in the Issuer’s financial statements in the Registration Statement and the
Prospectus.



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          (t) Neither the Issuer nor any Subsidiary (i) is in violation of its charter or by-laws (or
similar organizational documents); (ii) 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 (iii) 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 (ii) and (iii), to the extent any such
violation or default could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.



          (u) Except as described in the Disclosure Package, neither the Issuer nor any of its
subsidiaries has sustained, since the date of the latest audited financial statements included or
incorporated by reference in the 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 Issuer 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 Issuer 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.



          (v) Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have
occurred in the rating accorded the Issuer’s debt securities 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, its rating
of any of the Issuer’s debt securities.



          (w) 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 NYSE
Amex Equities, the NASDAQ Stock Market or in the over-the-counter market, or trading in any
securities of the Issuer on any exchange 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) a banking moratorium shall have been declared by federal or
state authorities, (iii) 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 (iv) 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



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proceed with the public offering or delivery of the Offered Units being delivered on Closing
Date or the Option Closing Date on the terms and in the manner contemplated in the Prospectus.



          (x) Since the date as of which information is given in the Disclosure Package and except as
may otherwise be described in the Disclosure Package, the Issuers has 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.



          (y) Each approval, consent, order, authorization, designation, declaration or filing by or
with any regulatory, administrative or other governmental body necessary in connection with the
execution and delivery by the Issuer of this Agreement and the consummation of the transactions
herein contemplated, including application of the proceeds from the sale of the Offered Units as
described in the Disclosure Package (except such additional steps, if any, as may be required by
the Commission, the Financial Industry Regulatory Authority (the “FINRA”) or such additional steps
as may be necessary to qualify the Offered Units for public offering by the Underwriters under
state securities or Blue Sky laws) has been obtained or made and is in full force and effect.



          (z) Subject to such qualifications as may be set forth in the Disclosure Package, the Issuer
and each of the Subsidiaries has all licenses, certifications, permits, franchises, approvals,
clearances and other regulatory authorizations (“Permits”) from governmental authorities as are
necessary to conduct its businesses as currently conducted and to own, lease and operate its
properties in the manner described in the Prospectus and the Disclosure Package, except for any of
the foregoing that could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect. There is no claim, proceeding or controversy, pending or, to the knowledge of the Issuer
or any of the Subsidiaries, threatened, involving the status of or sanctions under any of the
Permits. The Issuer and each of the Subsidiaries has fulfilled and performed all of its
obligations with respect to the Permits, and no event has occurred which allows, or after notice or
lapse of time would allow, the revocation, termination, modification or other impairment of the
rights of the Issuer or any of the Subsidiaries under such Permit, except for any of the foregoing
that could not reasonably be expected to have a Material Adverse Effect.



          (aa) To the Issuer’s knowledge, there are no affiliations or associations between any member
of the FINRA and any of the Issuer’s officers, directors or 5% or greater unitholders, except as
set forth in the Registration Statement.



          (bb) Neither the Issuer, nor to the Issuer’s knowledge, any of its affiliates, has taken or
may take, directly or indirectly, any action designed to cause or result in, or which has
constituted or which might reasonably be expected to constitute, the stabilization or manipulation
of the price of the Issuer’s Units to facilitate the sale or resale of the Offered Units. The
Issuer acknowledges that the Underwriters may engage in passive market making transactions in the
Shares on The Nasdaq Global Select Market in accordance with Regulation M under the Securities
Exchange Act.



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          (cc) Neither the Issuer nor any of the Subsidiaries is, and as of the Closing Date after
giving effect to the offer and sale of the Offered Units and the application of the proceeds
therefrom as described in the Disclosure Package and the Prospectus none of them will be, an
“investment company” within the meaning of such term under the Investment Issuer Act of 1940, and
the rules and regulations of the Commission thereunder (collectively, the “1940 Act”).



          (dd) The Issuer and each of the Subsidiaries carry, or are covered by, insurance in such
amounts and covering such risks as the Issuer and the Subsidiaries reasonably considers adequate
for the conduct of their respective businesses and the value of their respective properties and as
is reasonably customary for companies engaged in similar industries. All policies of insurance
insuring the Issuer or any Subsidiary or any of their respective businesses, assets, employees,
officers and directors are in full force and effect, and the Issuer and the Subsidiaries are in
compliance with the terms of such policies in all material respects. There are no material claims
by the Issuer or any Subsidiary under any such policy or instrument as to which an insurance
company is denying liability or defending under a reservation of rights clause.



          (ee) (i) There exists no “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) for which the Issuer 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; and (ii) 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 Issuer 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.



          (ff) Other than as contemplated by this Agreement, the Issuer has not incurred any liability
for any finder’s or broker’s fee, or agent’s commission in connection with the execution and
delivery of this Agreement or the consummation of the transactions contemplated hereby.



          (gg) Other than the Subsidiaries, the Issuer does not own, directly or indirectly, any shares
of capital stock and does not have any other equity or ownership or proprietary interest in any
corporation, partnership, association, trust, limited liability company, joint venture or other
entity.



          (hh) There are no statutes, regulations, contracts or other documents (including, without
limitation, any voting agreement) that are required to be described in the Registration Statement,
the Prospectus or the Disclosure Package or to be filed as exhibits to the Registration Statement
that are not described or filed as required. Neither the Issuer nor any of the Subsidiaries has
sent or received any notice indicating the termination of or intention to terminate any of the
contracts or agreements referred to or described in the Registration



11









 







Statement, Prospectus or the Disclosure Package, or filed as an exhibit to the Registration
Statement, and no such termination has been threatened by the Issuer, any Subsidiary or any other
party to any such contract or agreement.



          (ii) Except as described in the Disclosure Package and the Prospectus and except as would not
in the aggregate reasonably be expected to have a Material Adverse Effect, (i) neither the Issuer
nor any of the Subsidiaries 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 Issuer and the Subsidiaries 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 Issuer or any of the Subsidiaries, and (iv) to the knowledge of the Issuer, 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 Issuer or any of the Subsidiaries pertaining to Hazardous
Materials or under any Environmental Laws.



          (jj) No payments or inducements have been made or given, directly or indirectly, to any
federal or local official or candidate for, any federal or state office in the United States or
foreign offices by the Issuer or any Subsidiary, by any of their officers, directors, employees or
agents or, to the knowledge of the Issuer, by any other person in connection with any opportunity,
contract, permit, certificate, consent, order, approval, waiver or other authorization relating to
the business of the Issuer or any Subsidiary, except for such payments or inducements as were
lawful under applicable laws, rules and regulations. Neither the Issuer nor any Subsidiary, nor,
to the best knowledge of the Issuer, any director, officer, agent, employee or other person
associated with or acting on behalf of the Issuer or any Subsidiary, (i) has used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii) made any direct or indirect unlawful payment to any government official or
employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign
Corrupt Practices Act of 1977; or (iv) made any bribe, unlawful rebate, payoff, influence payment,
kickback or other unlawful payment in connection with the business of the Issuer or any Subsidiary.



          (kk) The conduct of business by the Issuer and each of the Subsidiaries complies, and at all
times has complied, in all material respects with federal, state, local and foreign laws, statutes,
ordinances, rules, regulations, decrees, orders, Permits and other similar items (“Laws”)
applicable to its business, including, without limitation, the Occupational Safety



12









 







and Health Act, the Environmental Protection Act, the Toxic Substance Control Act and similar
federal, state, local and foreign Laws applicable to hazardous or regulated substances and
radioactive or biologic materials and licensing and certification Laws covering any aspect of the
business of the Issuer or any of the Subsidiaries. Neither the Issuer nor any of the Subsidiaries
has received any notification asserting, or has knowledge of, any present or past failure to comply
with or violation of any such Laws.



          (ll) The information contained in the Registration Statement and the Prospectus regarding the
Issuer’s expectations, plans and intentions, and any other information that constitutes
“forward-looking” information within the meaning of the Securities Act and the Exchange Act were
made by the Issuer on a reasonable basis and reflect the Issuer’s good faith belief and/or estimate
of the matters described therein.



          (mm) Any certificate signed by any officer of the Issuer and delivered to the Representatives
or counsel for the Underwriters in connection with the offering of the Offered Units contemplated
hereby shall be deemed a representation and warranty by the Issuer to each Underwriter and shall be
deemed to be a part of this Section 1 and incorporated herein by this reference.



          (nn) The Issuer is in compliance with all applicable provisions of the Sarbanes-Oxley Act of
2002 (the “Sarbanes-Oxley Act”) 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, and is actively taking steps to ensure that it will be in compliance with other
provisions of the Sarbanes-Oxley Act that will become applicable to the Issuer.



          (oo) The Issuer has established and maintains “disclosure controls and procedures” (as defined
in Rules 13a-15(e) and 15d-15(e) of the Exchange Act); the Issuer’s “disclosure controls and
procedures” are reasonably designed to ensure that all material information (both financial and
non-financial) relating to the Issuer and the Subsidiaries required to be disclosed by the Issuer
in the reports that it will file or furnish under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and regulations of the
Commission, and that all such information is accumulated and communicated to the Issuer’s
management as appropriate to allow timely decisions regarding required disclosure and to make the
certifications of the Chief Executive Officer and Chief Financial Officer of the Issuer required
under the Exchange Act with respect to such reports.



          (pp) There are no outstanding loans, advances (except normal advances for business expenses in
the ordinary course of business) or guarantees of indebtedness by the Issuer to or for the benefit
of any of the officers or directors of the Issuer or any of their respective family members, except
as disclosed in the Prospectus and the Disclosure Package. The Issuer has not directly or
indirectly extended or maintained credit, arranged for the extension of credit, or renewed an
extension of credit, in the form of a personal loan to or for any director or executive officer of
the Issuer.



          (qq) Neither the Issuer nor any of its affiliates has, prior to the date hereof, made any
offer or sale of any securities which could be “integrated” for purposes of the



13









 







Securities Act or the rules and regulations promulgated thereunder with the offer and sale of
the Offered Units pursuant to the Registration Statement. Except as disclosed in the Prospectus and
the Disclosure Package, neither the Issuer nor any of its affiliates has sold or issued any
security during the six-month period preceding the date of the Prospectus, including but not
limited to any sales pursuant to Rule 144A or Regulation D or S under the Securities Act, other
than shares of Common Stock issued pursuant to employee benefit plans, qualified stock option plans
or the employee compensation plans or pursuant to outstanding options, rights or warrants as
described in the Prospectus and the Disclosure Package.



          (rr) The Offered Units have been approved for listing on The Nasdaq Global Select Market,
subject to notice of issuance.



          (ss) The statements in the Disclosure Package and the Prospectus under the headings “Material
Tax Consequences” and “Description of the Units”, insofar as such statements summarize legal
matters, agreements, documents, laws or proceedings discussed therein, are accurate and fair
summaries in all material respects of such legal matters, agreements, documents, laws or
proceedings and present the information required to be shown.



          (tt) Since the latest date as of which information is given in the Disclosure Package through
the date hereof, and except as may otherwise be disclosed in the Disclosure Package, the Issuer has
not (i) issued or granted any securities (other than issuances of restricted units or options under
the Issuer’s equity plans), (ii) incurred any material liability or obligation, direct or
contingent, other than liabilities and obligations that were incurred in the ordinary course of
business or (iii) entered into any transaction not in the ordinary course of business.



          (uu) None of the transactions contemplated by this Agreement (including, without limitation,
the use of the proceeds from the sale of the Offered Units), 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.



     2. Purchase, Sale and Delivery of the Firm Units.



          (a) On the basis of the representations, warranties and covenants herein contained, and
subject to the conditions herein set forth, the Issuer agrees to sell to the Underwriters and each
Underwriter agrees, severally and not jointly, to purchase, at a price of $15.60 per Unit, the
number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject
to adjustments in accordance with Section 11 hereof.



          (b) Payment for the Firm Units to be sold hereunder is to be made in New York Clearing House
funds by Federal (same day) funds to an account designated by the Issuer against delivery of the
Firm Units to the Representatives for the several accounts of the Underwriters in a form reasonably
acceptable to the Representatives. Such payment and delivery are to be made through the facilities
of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third
business day after the date of this Agreement or at such other time and date not later than five
business days thereafter as the Issuer and the Representatives shall agree upon, such time and date
being herein referred to as the “Closing



14









 







Date”. As used herein, “business day” means a day on which the New York Stock Exchange is
open for trading and on which banks in New York are open for business and are not permitted by law
or executive order to be closed.



          (c) In addition, on the basis of the representations and warranties herein contained and
subject to the terms and conditions herein set forth, the Issuer hereby grants an option to the
several Underwriters to purchase, from time to time, the Option Units at the price per share as set
forth in the first paragraph of this Section. The option granted hereby may be exercised in whole
or in part by giving written notice at any time before the Closing Date and at any time within 30
days after the date of this Agreement, by you, as the Representatives of the several Underwriters,
to the Issuer setting forth the number of Option Units as to which the several Underwriters are
exercising the option, the names and denominations in which the Option Units are to be registered
and the time and date at which the Option Units are to be delivered. The time and date at which
the Option Units are to be delivered shall be determined by the Representatives but shall not be
earlier than three nor later than 10 full business days after the exercise of such option, nor in
any event prior to the Closing Date (such time and date being herein referred to as the “Option
Closing Date”). If the date of exercise of the option is three or more days before the Closing
Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of
Option Units to be purchased by each Underwriter shall be in the same proportion to the total
number of Option Units being purchased as the number of Firm Units being purchased by such
Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid
fractional shares. The option with respect to the Option Units granted hereunder may be exercised
only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as the
Representatives of the several Underwriters, may cancel such option at any time prior to its
expiration by giving written notice of such cancellation to the Issuer. To the extent, if any,
that the option is exercised, payment for the Option Units shall be made on the Option Closing Date
in Federal (same day funds) through the facilities of the Depository Trust Company in New York, New
York drawn to the order of the Issuer.



     3. Offering by the Underwriters.



          It is understood that the several Underwriters are to make a public offering of the Firm Units
as soon as the Representatives deem it advisable to do so. The Firm Units are to be initially
offered to the public at the initial public offering price set forth in the Prospectus. The
Representatives may from time to time thereafter change the public offering price and other selling
terms. To the extent, if at all, that any Option Units are purchased pursuant to Section 2
hereof, the Underwriters will offer them to the public on the foregoing terms.




          It is further understood that you will act as the Representatives for the Underwriters in the
offering and sale of the Offered Units in accordance with a Master Agreement Among Underwriters
entered into by you and the several other Underwriters.




     4. Covenants.



          (a) The Issuer covenants and agrees with the several Underwriters that it will (i) prepare and
timely file with the Commission under Rule 424(b) of the Rules and Regulations a Prospectus in a
form approved by the Representatives containing information previously



15









 







omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430B of
the Rules and Regulations; (ii) not file any amendment to the Registration Statement or supplement
to the Prospectus, any Preliminary Prospectus or any Issuer Free Writing Prospectus of which the
Representatives shall not previously have been advised and furnished with a copy or to which the
Representatives shall have reasonably objected in writing or which is not in compliance with the
Rules and Regulations; and (iii) file on a timely basis all reports and any definitive proxy or
information statements required to be filed by the Issuer with the Commission subsequent to the
date of the Prospectus and prior to the termination of the offering of the Offered Units by the
Underwriters.



          (b) The Issuer has not distributed, and without the prior consent of the Representatives it
will not distribute, any prospectus or other offering material (including, without limitation, any
offer relating to the Offered Units that would constitute a Free Writing Prospectus and content on
the Issuer’s website that may be deemed to be a prospectus or other offering material) in
connection with the offering and sale of the Offered Units, other than the materials referred to in
Section 1(a). Each Underwriter represents and agrees that it has not made and, without the
prior consent of the Issuer and the Representatives, it will not make, any offer relating to the
Offered Units that would constitute an Issuer Free Writing Prospectus. Any such Issuer Free
Writing Prospectus the use of which has been consented to by the Issuer and the Representatives is
listed on Schedule II(a) or Schedule II(b) hereto. The Issuer has complied and will comply with
the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing
Prospectus, including timely filing with the Commission or retention where required and legending.
The Issuer agrees that if at any time following issuance of an Issuer Free Writing Prospectus any
event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict
with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or
would include an untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in light of the circumstances then prevailing, not
misleading, the Issuer will give prompt notice thereof to the Representatives and, if requested by
the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free
Writing Prospectus or other document which will correct such conflict, statement or omission;
provided, however, that this representation and warranty shall not apply to any statements or
omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with
information furnished in writing to the Issuer by an Underwriter through the Representatives
expressly for use therein.



          (c) The Issuer will not take, directly or indirectly, any action designed to cause or result
in, or that has constituted or might reasonably be expected to constitute, the stabilization or
manipulation of the price of any securities of the Issuer.



          (d) The Issuer will advise the Representatives promptly (i) of any notice from the Commission
objecting to the use of the form of the Registration Statement or any post-effective amendment
thereto (ii) of any request of the Commission for amendment of the Registration Statement or for
supplement to the Prospectus or for any additional information; and (iii) of the issuance by the
Commission of any stop order preventing or suspending the use of the Prospectus or any Issuer Free
Writing Prospectus or of the institution of any proceedings for that purpose. The Issuer will use
its best efforts to prevent the issuance of any such stop order



16









 







preventing or suspending the use of the Prospectus and to obtain as soon as possible the
lifting thereof, if issued.



          (e) The Issuer will cooperate with the Representatives in endeavoring to qualify the Offered
Units for sale under the securities laws of such jurisdictions as the Representatives may
reasonably have designated in writing and will make such applications, file such documents, and
furnish such information as may be reasonably required for that purpose, provided the Issuer shall
not be required to qualify as a foreign entity, to file a general consent to service of process or
to subject itself to taxation in any jurisdiction where it is not now so qualified, required to
file such a consent or subject to taxation. The Issuer will, from time to time, prepare and file
such statements, reports, and other documents, as are or may be required to continue such
qualifications in effect for so long a period as the Representatives may reasonably request for
distribution of the Offered Units.



          (f) The Issuer will deliver to, or upon the order of, the Representatives, from time to time,
as many copies of any Preliminary Prospectus as the Representatives may reasonably request. The
Issuer will deliver to, or upon the order of, the Representatives during the period when delivery
of a Prospectus is required under the Securities Act, as many copies of the Prospectus in final
form, or as thereafter amended or supplemented, as the Representatives may reasonably request. The
Issuer will deliver to the Representatives at or before the Closing Date, four signed copies of the
Registration Statement and all amendments thereto including all exhibits filed therewith, and will
deliver to the Representatives such number of copies of the Registration Statement (including such
number of copies of the exhibits filed therewith that may reasonably be requested) and of all
amendments thereto, as the Representatives may reasonably request.



          (g) The Issuer will comply with the Securities Act and the Rules and Regulations, and the
Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the
completion of the distribution of the Offered Units as contemplated in this Agreement and the
Prospectus. If during the period in which a prospectus is required by law to be delivered by an
Underwriter or dealer, any event shall occur as a result of which, in the judgment of the Issuer or
in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the
Prospectus in order to make the statements therein, in the light of the circumstances existing at
the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any
time to amend or supplement the Prospectus to comply with any law, the Issuer promptly will prepare
and file with the Commission an appropriate amendment to the Registration Statement or supplement
to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of
the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply
with the law.



          (h) As soon as practicable, the Issuer will make generally available to its security holders
and to the Representatives an earnings statement or statements of the Company and its subsidiaries
which will satisfy the provisions of Section 11(a) of the Act and Rule 158.



          (i) Prior to the Closing Date, the Issuer will furnish to the Underwriters, as soon as they
have been prepared by or are available to the Issuer, a copy of any unaudited



17









 







interim financial statements of the Issuer for any period subsequent to the period covered by
the most recent financial statements appearing in the Registration Statement and the Prospectus.



          (j) The Issuer covenants and agrees that no offering, sale, short sale or other disposition of
any Units or other securities convertible into or exchangeable or exercisable for such Units or
derivative of such Units (or agreement for such) will be made for a period of 60 days after the
date of this Agreement, directly or indirectly, by the Issuer otherwise than hereunder or with the
prior written consent of the Representatives; provided, that this provision will not restrict the
Issuer from awarding restricted units and options to purchase its Units pursuant to the Issuer’s
long-term incentive plan as described in the Prospectus and the Disclosure Package.



          (k) The Issuer has caused each officer and director of the Issuer to furnish to you, on or
prior to the date of this agreement, a letter or letters, in form and substance satisfactory to the
Underwriters, pursuant to which each such person shall agree not to (i) offer for sale, sell,
pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or
could be expected to, result in the disposition by any person at any time in the future of) any
Units (including, without limitation, Units that may be deemed to be beneficially owned by such
officers and directors in accordance with the rules and regulations of the Commission and Units
that may be issued upon exercise of any options or warrants) or securities convertible into or
exercisable or exchangeable for Units, (ii) enter into any swap or other derivatives transaction
that transfers to another, in whole or in part, any of the economic consequences of ownership of
Units, (iii) make any demand for or exercise any right or file or cause to be filed a registration
statement, including any amendments thereto, with respect to the registration of any Units or
securities convertible, exercisable or exchangeable into Units or any of our other securities, or
(iv) publicly disclose the intention to do any of the foregoing for a period of 60 after the date
of this Agreement, directly or indirectly, except with the prior written consent of the
Representatives (“Lockup Agreements”). Notwithstanding anything herein to the contrary, the
restrictions in this Section 4(k) do not apply either to the sale of Units to the Underwriters or
to vesting of restricted units or issuance by the Issuer of restricted units under the Issuer’s
long-term incentive plan in effect on the date hereof or upon the exercise of unit options issued
under any such long-term incentive plan.



          (l) The Issuer shall apply the net proceeds of its sale of the Offered Units as described
under the heading “Use of Proceeds” in the Prospectus and the Disclosure Package.



          (m) The Issuer shall not invest, or otherwise use the proceeds received by the Issuer from its
sale of the Offered Units in such a manner as would require the Issuer or any of the Subsidiaries
to register as an investment company under the 1940 Act.



     5. Costs and Expenses.



          The Issuer will pay all costs, expenses and fees incident to the performance of the
obligations of the Issuer under this Agreement, including, without limiting the generality of the
foregoing, the following: accounting fees of the Issuer; the fees and disbursements of counsel for
the Issuer; the cost of printing and delivering to, or as requested by, the Underwriters copies of
the Registration Statement, Preliminary Prospectuses, the Pricing Prospectus, any Issuer Free



18









 







Writing Prospectus, the Prospectus, the Underwriters’ Selling Memorandum and the Underwriters’
Invitation Letter, if any, and any supplemental listing application; the filing fees of the
Commission; the filing fees and expenses (including legal fees and disbursements), if any, incident
to securing any required review by the FINRA of the terms of the sale of the Offered Units; any
supplemental listing fee of The Nasdaq Global Select Market; and investor presentations on any
“road show” undertaken in connection with the marketing of the offering of the Offered Units,
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 Issuer.



          The Issuer shall not, however, be required to pay for any of the Underwriters expenses (other
than those related to qualification under FINRA regulation and State securities or Blue Sky laws)
except that, if this Agreement shall not be consummated because the conditions in Section 6
hereof are not satisfied, or because this Agreement is terminated by the Representatives pursuant
to Section 11 hereof, or by reason of any failure, refusal or inability on the part of the
Issuer to perform any undertaking or satisfy any condition of this Agreement or to comply with any
of the terms hereof on its part to be performed, unless such failure to satisfy said condition or
to comply with said terms be due to the default or omission of any Underwriter, then the Issuer
shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including all fees
and disbursements of counsel, reasonably incurred in connection with investigating, marketing and
proposing to market the Offered Units or in contemplation of performing their obligations
hereunder.



     6. Conditions of Obligations of the Underwriters.



          The several obligations of the Underwriters to purchase the Firm Units on the Closing Date and
the Option Units, if any, on the Option Closing Date are subject to the accuracy, as of the Closing
Date and the Option Closing Date, if any, of the representations and warranties of the Issuer
contained herein, and to the performance by the Issuer of its covenants and obligations hereunder
and to the following additional conditions:



          (a) The Issuer shall have filed each Preliminary Prospectus (including the Pricing Prospectus)
and Prospectus pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and consented
to by the Representatives, subparagraph (5)) not later than the second business day following the
earlier of the date it is first used or the execution and delivery of this Agreement. All material
required to be filed by the Issuer pursuant to Rule 433(d) under the Securities Act shall have been
filed with the Commission within the applicable time period prescribed for such filing by Rule 433
under the Securities Act. No stop order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been issued and no proceedings for that purpose
shall have been taken or, to the knowledge of the Issuer, shall be contemplated by the Commission;
no stop order suspending or preventing the use of the Pricing Prospectus, Prospectus or any Issuer
Free Writing Prospectus shall have been initiated or, to the knowledge of the Issuer, shall be
contemplated by the Commission; all requests for additional information on the part of the
Commission shall have been complied with to your reasonable satisfaction; and no injunction,
restraining order, or order of any nature by a Federal or state court of competent jurisdiction
shall have been issued as of the Closing Date which would prevent the issuance of the Offered
Units.



19









 





          (b) The Representatives shall have received on the Closing Date and each Option Closing Date,
if any, the opinions of Baker & Hostetler LLP, counsel for the Issuer, dated the Closing Date or
the Option Closing Date, if any, addressed to the Underwriters (and stating that it may be relied
upon by Akin Gump Strauss Hauer & Feld LLP, counsel for the Underwriters) in form and substance
reasonably satisfactory to the Representatives and substantially in the form attached as Exhibit B.



          (c) The Representatives shall have received on the Closing Date and each Option Closing Date,
if any, the opinions of GableGotwals, special Oklahoma counsel for the Issuer, dated the Closing
Date or the Option Closing Date, if any, addressed to the Underwriters (and stating that it may be
relied upon by Akin Gump Strauss Hauer & Feld LLP, counsel for the Underwriters) in form and
substance reasonably satisfactory to the Representatives and substantially in the form of Exhibit
C.



          (d) The Representatives shall have received on the Closing Date and each Option Closing Date,
if any, the opinions of the General Counsel of the Issuer, dated the Closing Date or the Option
Closing Date, if any, addressed to the Underwriters (and stating that it may be relied upon by Akin
Gump Strauss Hauer & Feld LLP, counsel for the Underwriters) in form and substance reasonably
satisfactory to the Representatives and substantially in the form of Exhibit D.



          (e) The Representatives shall have received from Akin Gump Strauss Hauer & Feld LLP, counsel
for the Underwriters, an opinion dated the Closing Date and the Option Closing Date, if any, such
opinion or opinions with respect to such matters as the Representatives reasonably may request, and
such counsel shall have received such papers and information as they request to enable them to pass
upon such matters.



          (f) You shall have received, on each of the date hereof, the Closing Date and the Option
Closing Date, if any, a letter dated the date hereof, the Closing Date or the Option Closing Date,
if any, in form and substance satisfactory to you, of KPMG LLP confirming that they are independent
registered public accountants within the meaning of the Securities Act and the applicable published
Rules and Regulations thereunder and stating that in their opinion the financial statements and
schedules examined by them and incorporated by reference in the Registration Statement and the
Disclosure Package comply in form in all material respects with the applicable accounting
requirements of the Securities Act and the related published Rules and Regulations; and containing
such other statements and information as is ordinarily included in accountants’ “comfort letters”
to underwriters with respect to the financial statements and certain financial and statistical
information contained in a registration statement and prospectus.



          (g) You shall have received, on each of the date hereof, the Closing Date and the Option
Closing Date, if any, a letter dated the date hereof, the Closing Date or the Option Closing Date,
if any, in form and substance satisfactory to you, of DeGolyer and MacNaughton covering certain
matters relating to information about the reserves of the Issuer presented in the Disclosure
Package.



          (h) The Representatives shall have received on the Closing Date and the Option Closing Date,
if any, a certificate or certificates of the Issuer’s Chief Executive Officer



20









 







and Chief Financial Officer to the effect that, as of the Closing Date or the Option Closing
Date, if any, each of them severally represents as follows:




          (i) No stop order suspending the effectiveness of the Registration Statement has been
issued, and no proceedings for such purpose have been taken or are, to his knowledge,
contemplated by the Commission;




          (ii) The representations and warranties of the Issuer contained in Section 1
hereof are true and correct as of the Closing Date or the Option Closing Date, if any, and
the Issuer has 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 or the Option Closing Date, if any;




          (iii) All filings required to have been made pursuant to Rules 424 or 430A under the
Securities Act have been made;




          (iv) They have carefully examined the Registration Statement and the Prospectus and, in
their opinion, as of the effective date of the Registration Statement, the statements
contained in the Registration Statement were true and correct, and such Registration
Statement and Prospectus did not omit to state a material fact required to be stated therein
or necessary in order to make the statements therein not misleading, and since the effective
date of the Registration Statement, no event has occurred which should have been set forth
in a supplement to or an amendment of the Prospectus which has not been so set forth in such
supplement or amendment; and




          (v) Since the respective dates as of which information is given in the Disclosure
Package, there has not been any material adverse change or any development involving a
prospective change, which has had or is reasonably likely to have a Material Adverse Effect,
whether or not arising in the ordinary course of business.



          (i) The Issuer shall have furnished to the Representatives such further certificates and
documents confirming the representations and warranties, covenants and conditions contained herein
and related matters as the Representatives may reasonably have requested.



          (j) The Firm Units and Option Units, if any, shall have been approved for designation upon
notice of issuance on The Nasdaq Global Select Market.



          (k) The Representatives shall have received the Lockup Agreements described in Section
4(k), each of which shall be in full force and effect.



          The opinions and certificates mentioned in this Agreement shall be deemed to be in compliance
with the provisions hereof only if they are in all material respects satisfactory to the
Representatives and to Akin Gump Strauss Hauer & Feld LLP, counsel for the Underwriters.



          If any of the conditions hereinabove provided for in this Section shall not have been
fulfilled when and as required by this Agreement to be fulfilled, the obligations of the
Underwriters hereunder may be terminated by the Representatives.



21









 





          In such event, the Issuer and the Underwriters shall not be under any obligation to each other
(except to the extent provided in Sections 5 and 8 hereof).



     7. Conditions of the Obligations of the Issuer.



          The obligations of the Issuer to sell and deliver the Offered Units required to be delivered
as and when specified in this Agreement are subject to the conditions that at the Closing Date or
the Option Closing Date, if any, no stop order suspending the effectiveness of the Registration
Statement shall have been issued and in effect or proceedings therefor initiated or threatened.



     8. Indemnification.



          (a) The Issuer agrees:




          (i) to indemnify and hold harmless each Underwriter, its directors, officers and
employees and each person, if any, who controls such Underwriter within the meaning of
Section 15 of the Securities Act, and each affiliate of any Underwriter within the meaning
of Rule 405 under the Securities Act, from and against any losses, claims, damages or
liabilities to which such Underwriter or any such person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) arise out of or are based upon (A) any untrue
statement or alleged untrue statement of any material fact contained in (1) the Registration
Statement, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any
amendment or supplement thereto, (2) any (y) Issuer Free Writing Prospectus or (z) any
“issuer information” filed or required to be filed pursuant to Rule 433(d) under the
Securities Act, with respect to the issuance and sale of the Offered Units, the Prospectus
and the Disclosure Package (B) the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not
misleading, or (C) any alleged act or failure to act by any Underwriter in connection with,
or relating in any manner to, the Offered Units or the offering contemplated hereby, and
which is included as part of or referred to in any loss, claim, damage, liability or action
arising out of or based upon matters covered by clause (A) or (B) above (provided, however,
that the Issuer shall not be liable under this clause (C) to the extent that it is
determined in a final judgment by a court of competent jurisdiction that such loss, claim,
damage, liability or action resulted directly from any such acts or failures to act
undertaken or omitted to be taken by such Underwriter through its gross negligence or
willful misconduct); provided, however, that the Issuer will not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement, or omission or alleged omission made in the
Registration Statement, any Preliminary Prospectus, Pricing Prospectus, the Prospectus, or
such amendment or supplement, or any Issuer Free Writing Prospectus or any “issuer
information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act
in reliance upon and in conformity with written information furnished to the Issuer by or
through the Representatives specifically for use in the preparation thereof, such
information being listed in Section 13 below.



22









 






          (ii) to reimburse each Underwriter and each such controlling person upon demand for any
legal or other out-of-pocket expenses reasonably incurred by such Underwriter or such
controlling person in connection with investigating or defending any such loss, claim,
damage or liability, action or proceeding or in responding to a subpoena or governmental
inquiry related to the offering of the Offered Units, whether or not such Underwriter or
controlling person is a party to any action or proceeding. In the event that it is finally
judicially determined that the Underwriters were not entitled to receive payments for legal
and other expenses pursuant to this subparagraph, the Underwriters will promptly return all
sums that had been advanced pursuant hereto.




The foregoing indemnity agreement is in addition to any liability which the Issuer may
otherwise have to any Underwriter or to any director, officer, employee, controlling person
or affiliate of that Underwriter.



          (b) Each Underwriter severally and not jointly will indemnify and hold harmless the Issuer,
each of its directors, each of its officers who have signed the Registration Statement and each
person, if any, who controls the Issuer within the meaning of Section 15 of the Securities Act,
from and against any losses, claims, damages or liabilities to which the Issuer or any such
director, officer, or controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect
thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing
Prospectus, the Prospectus or any amendment or supplement thereto, or in any Issuer Free Writing
Prospectus or (ii) the omission or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading in the light of the
circumstances under which they were made; and will reimburse any legal or other expenses
reasonably incurred by the Issuer or any such director, officer, or controlling person in
connection with investigating or defending any such loss, claim, damage, liability, action or
proceeding; provided, however, that each Underwriter will be liable in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or omission or alleged
omission has been made in the Registration Statement, any Preliminary Prospectus, the Pricing
Prospectus, the Prospectus or any amendment or supplement thereto, or in any Issuer Free Writing
Prospectus in reliance upon and in conformity with written information furnished to the Issuer by
or through the Representatives specifically for use in the preparation thereof, such information
being listed in Section 13 below.



          (c) In case any proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to this Section, such
person (the “indemnified party”) shall promptly notify the person against whom such indemnity may
be sought (the “indemnifying party”) in writing. No indemnification provided for in Section
8(a) or (b) shall be available to any party who shall fail to give notice as provided
in this Subsection if the party to whom notice was not given was unaware of the proceeding to which
such notice would have related and was materially prejudiced by the failure to give such notice,
but the failure to give such notice shall not relieve the indemnifying party or parties from any
liability which it or they may have to the indemnified party for contribution or otherwise than on
account of the provisions of Section 8(a) or (b). In case any such proceeding
shall be brought against any indemnified party and it shall notify the indemnifying party of the



23









 







commencement thereof, the indemnifying party shall be entitled to participate therein and, to
the extent that it shall wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel satisfactory to such indemnified party and shall pay as
incurred the fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own counsel at its own
expense. Notwithstanding the foregoing, the indemnifying party shall pay as incurred (or within 30
days of presentation) the fees and expenses of the counsel retained by the indemnified party in the
event (i) the indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel; (ii) the named parties to any such proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests
between them; or (iii) the indemnifying party shall have failed to assume the defense and employ
counsel acceptable to the indemnified party within a reasonable period of time after notice of
commencement of the action.



          It is understood that the indemnifying party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of
more than one separate firm for all such indemnified parties. Such firm shall be designated in
writing by you in the case of parties indemnified pursuant to Section 8(a) and by the
Issuer in the case of parties indemnified pursuant to Section 8(b). The indemnifying party
shall not be liable for any settlement of any proceeding effected without its written consent but
if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or liability by reason of
such settlement or judgment. In addition, the indemnifying party will not, without the prior
written consent of the indemnified party, settle or compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding of which indemnification may be
sought hereunder (whether or not any indemnified party is an actual or potential party to such
claim, action or proceeding) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising out of such claim,
action or proceeding.



          (d) If the indemnification provided for in this Section is unavailable to or insufficient to
hold harmless an indemnified party under Section 8(a) or (b) above in respect of
any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) in such proportion as is appropriate to reflect the relative
benefits received by the Issuer on the one hand and the Underwriters on the other from the offering
of the Offered Units. If, however, the allocation provided by the immediately preceding sentence
is not permitted by applicable law then each indemnifying party shall contribute to such amount
paid or payable by such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Issuer on the one hand and the
Underwriters on the other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, (or actions or proceedings in respect thereof), as well as
any other relevant equitable considerations. The relative benefits received by the Issuer on the
one hand and the Underwriters on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting expenses) received by the Issuer bear to the
total



24









 







underwriting discounts and commissions received by the Underwriters, in each case as set forth
in the table on the cover page of the Prospectus. The relative fault 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
Issuer on the one hand or the Underwriters on the other and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.



          The Issuer and the Underwriters agree that it would not be just and equitable if contributions
pursuant to this Subsection were determined by pro rata allocation (even if the Underwriters 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 above in this Subsection. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or liabilities (or
actions or proceedings in respect thereof) referred to above in this Subsection shall be deemed to
include 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
Subsection, (i) no Underwriter shall be required to contribute any amount in excess of the
underwriting discounts and commissions applicable to the Offered Units purchased by such
Underwriter and (ii) 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 Underwriters’ obligations in this Subsection to
contribute are several in proportion to their respective underwriting obligations and not joint.



          (e) In any proceeding relating to the Registration Statement, any Preliminary Prospectus, the
Pricing Prospectus, the Prospectus or any supplement or amendment thereto, or any Issuer Free
Writing Prospectus, each party against whom contribution may be sought under this Section hereby
consents to the jurisdiction of any court having jurisdiction over any other contributing party,
agrees that process issuing from such court may be served upon him or it by any other contributing
party and consents to the service of such process and agrees that any other contributing party may
join him or it as an additional defendant in any such proceeding in which such other contributing
party is a party.



          (f) Any losses, claims, damages, liabilities or expenses for which an indemnified party is
entitled to indemnification or contribution under this Section shall be paid by the indemnifying
party to the indemnified party as such losses, claims, damages, liabilities or expenses are
incurred. The indemnity and contribution agreements contained in this Section and the
representations and warranties of the Issuer set forth in this Agreement shall remain operative and
in full force and effect, regardless of (i) any investigation made by or on behalf of any
Underwriter or any person controlling any Underwriter, the Issuer, its directors or officers or any
persons controlling the Issuer, (ii) acceptance of any Offered Units and payment therefor
hereunder, and (iii) any termination of this Agreement. A successor to any Underwriter, or to the
Issuer, its directors or officers, or any person controlling the Issuer, shall be entitled to the
benefits of the indemnity, contribution and reimbursement agreements contained in this Section.



25









 





     9. Default by Underwriters.



          If on the Closing Date or the Option Closing Date, if any, any Underwriter shall fail to
purchase and pay for the portion of the Offered Units which such Underwriter has agreed to purchase
and pay for on such date (otherwise than by reason of any default on the part of the Issuer), then
the remaining Underwriters shall be obligated, severally, in proportion to the respective numbers
of Firm Units or Option Units, as the case may be, which they are obligated to purchase hereunder,
to purchase the Firm Units or Option Units, as the case may be, which such defaulting Underwriter
or Underwriters failed to purchase; provided, however, that if the aggregate number of Offered
Units of Firm Units or Option Units, as the case may be, with respect to which such default shall
occur exceeds 10% of the Firm Units or Option Units, as the case may be, covered hereby, the Issuer
or you as the Representatives of the Underwriters will have the right to terminate this Agreement
without liability on the part of the non-defaulting Underwriters or of the Issuer except to the
extent provided in Section 8 hereof. In the event of a default by any Underwriter or
Underwriters, as set forth in this Section, the Closing Date or Option Closing Date, if any, may be
postponed for such period, not exceeding seven days, as you, as Representatives, may determine in
order that the required changes in the Registration Statement or in the Prospectus or in any other
documents or arrangements may be effected. The term “Underwriter” includes any person substituted
for a defaulting Underwriter. Any action taken under this Section shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under this Agreement.



     10. Notices.



     All communications hereunder shall be in writing and, except as otherwise provided herein,
will be mailed, delivered, or faxed and confirmed as follows:



	 	 	 
	     if to the Underwriters, to

	 	RBC Capital Markets Corporation
	 

	 	3 World Financial Center
	 

	 	200 Vesey Street, 8th Floor
	 

	 	New York, NY 10281
	 

	 	Attention: Joe Morea
	 

	 	     Syndicate Director
	 

	 	Fax: (212) 428-6260
	 
	 	 
	 

	 	Barclays Capital Inc.
	 

	 	745 Seventh Avenue
	 

	 	New York, New York 10019
	 

	 	Attention: Syndicate Registration
	 

	 	Fax: (646) 834-8133
	 
	 	 
	 

	 	with a copy, in the case of any notice pursuant
	 

	 	to Section 8(c), to:
	 
	 	 
	 

	 	Director of Litigation
	 

	 	Office of the General Counsel
	 

	 	Barclays Capital Inc.






26









 






	 	 	 
	 

	 	745 Seventh Avenue
	 

	 	New York, New York 10019
	 

	 	Fax: (212) 520-0421
	 
	 	 
	 

	 	Citigroup Global Markets Inc.
	 

	 	388 Greenwich Street
	 

	 	New York, New York 10013
	 

	 	Attention: General Counsel
	 

	 	Fax: (212) 816-7912)
	 
	 	 
	     if to the Issuer, to

	 	Linn Energy, LLC
	 

	 	600 Travis Street, Suite 5100
	 

	 	Houston, Texas 77002
	 

	 	Attention: General Counsel
	 

	 	Fax: (281) 840-4180






     11. Termination.



          This Agreement shall be subject to termination in the absolute discretion of the
Representatives, by notice given to the Issuer prior to delivery of and payment for the Securities,
if at any time prior to such delivery and payment (i) there shall have occurred any of the events
described in Sections 1(u), 1(v) or 1(w) shall have occurred or other calamity or crisis the effect
of which on financial markets is such as to make it, in the sole judgment of the Representatives,
impractical or inadvisable to proceed with the offering or delivery of the Offered Units as
contemplated by any Preliminary Prospectus, the Disclosure Package or the Prospectus (exclusive of
any amendment or supplement thereto) or (ii) the Underwriters shall decline to purchase the Offered
Units for any reason permitted under this Agreement.




     12. Successors.



          This Agreement has been and is made solely for the benefit of the Issuer and Underwriters and
their respective successors, executors, administrators, heirs and assigns, and the officers,
directors and controlling persons referred to herein, and no other person will have any right or
obligation hereunder. No purchaser of any of the Offered Units from any Underwriter shall be
deemed a successor or assign merely because of such purchase.




     13. Information Provided by Underwriters.



          The Issuer and the Underwriters acknowledge and agree that the only information furnished or
to be furnished by any Underwriter to the Issuer for inclusion in any Preliminary Prospectus,
Prospectus, Issuer Free Writing Prospectus or the Registration Statement consists of the concession
and reallowance figures appearing in the third paragraph under the caption “Underwriting”.




27









 








     14. Research Independence.



          In addition, the Issuer acknowledges that the Underwriters’ 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 Underwriters’ research
analysts may hold and make statements or investment recommendations and/or publish research reports
with respect to the Issuer and/or the offering that differ from the views of its investment
bankers. The Issuer hereby waives and releases, to the fullest extent permitted by law, any claims
that the Issuer may have against the Underwriters 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
Issuer by such Underwriters’ investment banking divisions. The Issuer acknowledges that each of
the Underwriters 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 position in debt or equity securities of the Issuer which may be
the subject to the transactions contemplated by this Agreement.




     15. No Fiduciary Duty.



          The Issuer hereby acknowledges that (a) the purchase and sale of the Offered Units pursuant to
this Agreement is an arm’s-length commercial transaction between the Issuer, on the one hand, and
the Underwriters and any affiliate through which it may be acting, on the other, (b) the
Underwriters are acting as principal and not as an agent or fiduciary of the Issuer and (c) the
Issuer’s engagement of the Underwriters in connection with the offering and the process leading up
to the offering is as independent contractors and not in any other capacity. Furthermore, the
Issuer agrees that it is solely responsible for making its own judgments in connection with the
offering (irrespective of whether any of the Underwriters has advised or is currently advising the
Issuer on related or other matters). The Issuer agrees that it will not claim that the
Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary
or similar duty to the Issuer, in connection with such transaction or the process leading thereto.




     16. Miscellaneous.



          (a) The reimbursement, indemnification and contribution agreements contained in this Agreement
and the representations, warranties and covenants in this Agreement shall remain in full force and
effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on
behalf of any Underwriter or controlling person thereof, or by or on behalf of the Issuer or its
directors or officers and (iii) delivery of and payment for the Offered Units under this Agreement.




          (b) This Agreement may be executed in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.




          (c) This Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York.




28









 








          (d) This Agreement constitutes the entire agreement of the parties to this Agreement and
supersedes all prior written or oral and all contemporaneous oral agreements, understandings and
negotiations with respect to the subject matter hereof.




          (e) 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.




[remainder of page intentionally blank]




29









 




     If the foregoing letter is in accordance with your understanding of our agreement, please sign
and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among
the Issuer and the several Underwriters in accordance with its terms.


	 	 	 	 	 
	 	Very truly yours,



LINN ENERGY, LLC

 	 
	 	By:  	/s/ Kolja Rockov 	 
	 	 	Kolja Rockov 	 
	 	 	Executive Vice President and Chief Financial
Officer 	 
	 



[Signature Page to Underwriting Agreement]