exhibit10-19.htm


    

      Exhibit
10.19


      INDEMNITY
AGREEMENT

       

      


       

      THIS
INDEMNITY AGREEMENT (the “Agreement”) is made and
entered into as of February 4, 2009 (the “Effective Date”) between Linn Energy, LLC, a Delaware
limited liability company (the “Company”), and Michael C. Linn
(the “Indemnitee”).

       

      WITNESSETH
THAT:

       

      A.           Experienced
and competent persons have become more reluctant to serve companies as
directors, managers or officers unless they are provided with adequate
protection through insurance or adequate indemnification against inordinate
risks of claims and actions against them arising out of their service to and
activities on behalf of the entity;

       

      B.           The
Board of Directors of the Company (the “Board”) has determined that,
in order to attract and retain qualified individuals, the Company will attempt
to maintain on an ongoing basis, at its sole expense, liability insurance to
protect persons serving the Company and its subsidiaries from certain
liabilities.  The Second Amended and Restated Limited Liability
Company Agreement of the Company, as amended (the “LLC Agreement”), requires
indemnification of the officers, managers and directors of the
Company.  The LLC Agreement states that its indemnification provisions
are in addition to any other indemnification rights of the Indemnitee under any
other agreement;

       

      C.           It
is reasonable, prudent and necessary for the Company to contractually obligate
itself to indemnify, and to advance Expenses on behalf of, such persons so that
they will serve or continue to serve the Company free from undue concern that
they will not be so indemnified;

       

      D.           This
Agreement is supplemental to the LLC Agreement of the Company and any
resolutions adopted pursuant thereto, and shall not be deemed a substitute
therefor, nor to diminish or abrogate any rights of the Indemnitee
thereunder;

       

      E.           The Indemnitee is willing to serve, or
to continue to serve, or to take on additional service for, the Company or its
affiliates or other Enterprise (as defined below) as a director and an
officer on condition that
the Indemnitee be indemnified, and in consideration for being indemnified, as
provided for in this Agreement.

       

      NOW,
THEREFORE, in consideration of the Indemnitee’s agreement to serve or continue
to serve as a director and an officer after the date hereof, the parties hereto
agree as follows:

       

      1.           Definitions.  For
purposes of this Agreement:

       

      (a)          “Chancery Court” means the
Delaware Court of Chancery.

       

      (b)          “Disinterested Director” means
a director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by the Indemnitee.

       


      
        
           


        

        
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      (c)          “Enterprise” shall mean the
Company and any other limited liability company, corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise that the Indemnitee is
or was serving at the express written request of the Company as a director,
manager, officer, employee, agent or fiduciary.

       

      (d)          “Enterprise Fiduciary” means a
person who is or was serving as a director, manager, officer, employee or agent
of an Enterprise, or, while serving as a director, manager, officer, employee or
agent of an Enterprise, is or was serving as a tax matters partner of the
Company or, at the request of the Company, as a director, manager, officer, tax
matters partner, employee, partner, manager, fiduciary or trustee of any
affiliate of the Company or any other Enterprise.

       

      (e)          “Expenses” shall include all reasonable
attorneys’ fees, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees and all other disbursements or
expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, participating, or
being or preparing to be a witness in a Proceeding.  Expenses also
shall include expenses incurred in connection with any appeal resulting from any
Proceeding, including without limitation the premium, security for, and other
costs relating to any cost bond, supersedeas bond, or other appeal bond or its
equivalent.

       

      (f)           “Final Adjudication” shall
mean a final judicial decision from which there is no further right to
appeal.

       

      (g)          “Independent Counsel” means a
law firm, or a member of a law firm, that is experienced in matters of public
companies, fiduciary duties, indemnity matters and corporation and limited
liability company law, and neither presently is, nor in the past five years has
been, retained to represent:  (i) the Company or the Indemnitee in any
matter material to either such party (other than with respect to matters
concerning the Indemnitee under this Agreement, or of other indemnitees under
similar indemnification agreements), or (ii) any other party to the Proceeding
giving rise to a claim for indemnification hereunder.  Notwithstanding
the foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or the Indemnitee
in an action to determine the Indemnitee’s rights under this Agreement, unless
the party with whom counsel had a conflict of interest agrees, in such party’s
sole discretion, to waive such conflict.  The Company agrees to pay
the reasonable fees of the Independent Counsel referred to above.

       

      (h)          “Proceeding” includes any
threatened, pending or completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation, inquiry, administrative hearing or any
other actual, threatened or completed proceeding, whether brought by or in the
right of the Company or otherwise and whether civil, criminal, administrative or
investigative, in which the Indemnitee was, is or will be involved as a party,
witness or otherwise, by reason of the fact that the Indemnitee is or was an
Enterprise Fiduciary, by reason of any action taken by the Indemnitee or of any
inaction on the Indemnitee’s part while acting as an Enterprise Fiduciary, or by
reason of the fact that the Indemnitee is or was serving at the request of the
Company as a

       


      
        
           


        

        
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      director,
manager, officer, employee, agent or fiduciary of another limited liability
company, corporation, partnership, joint venture, trust or other Enterprise; in
each case whether or not the Indemnitee is acting or serving in any such
capacity at the time any liability or expense is incurred for which
indemnification can be provided under this Agreement; including one pending on
or before the date of this Agreement, but excluding one initiated by the
Indemnitee pursuant to Section 8 of this
Agreement to enforce the Indemnitee’s rights under this Agreement.

       

      2.           Indemnification of the
Indemnitee.  The Company hereby agrees to indemnify the
Indemnitee to the fullest extent permitted by applicable Delaware law as it
currently exists and to such greater extent as applicable law may hereafter
permit, with respect to claims asserted from and after the Effective Date, which
claims relate to any act or alleged act of Indemnitee, or other event,
regardless of whether any such act, alleged act or event occurred prior to or
after the Effective Date, but subject to the limitations expressly provided in
this Agreement.  The Company shall be deemed to have requested the
Indemnitee to serve as fiduciary of an employee benefit plan whenever the
performance by the Indemnitee to the Company also imposes duties on, or
otherwise involves services by the Indemnitee to the plan or participants or
beneficiaries of the plan.  In such case, the Indemnitee shall be
deemed to be an “Enterprise Fiduciary.”  Excise taxes assessed on the
Indemnitee with respect to an employee benefit plan pursuant to applicable law
shall constitute “fines” within the meaning of Sections 2(a) and
2(b).  In
furtherance of the foregoing indemnification, and without limiting the
generality thereof:

       

      (a)          Proceedings Other Than
Proceedings by or in the Right of the Company.  The Indemnitee
shall be entitled to the rights of indemnification provided in this Section 2(a) to the
extent that the Indemnitee was or is a party or is threatened to be made a party
to, or otherwise requires representation of counsel in connection with, any
Proceeding (other than an action by or in the right of the Company which is
governed by Section
2(b) below) by reason of the fact that the Indemnitee is or was an
Enterprise Fiduciary or by reason of any action alleged to have been taken or
omitted in such capacity, against losses, Expenses, judgments, fines, damages,
penalties, interest, liabilities and amounts paid in settlement actually and
reasonably incurred by the Indemnitee in connection with such Proceeding if the
Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
that the Indemnitee’s conduct was unlawful. The termination of any Proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Indemnitee did
not act in good faith and in a manner which the Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that the
Indemnitee’s conduct was unlawful.

       

      (b)          Proceedings by or in the
Right of the Company.  The Indemnitee shall be entitled to the
rights of indemnification provided in this Section 2(b) to the
extent that the Indemnitee was or is a party or is threatened to be made a party
to, or otherwise requires representation of counsel in connection with, any
threatened, pending or completed action, suit or proceeding, by or in the right
of the Company to procure a judgment in its favor by reason of the fact that the
Indemnitee was or is an Enterprise Fiduciary, or by reason of any action alleged
to have been taken or omitted in such capacity, against losses, Expenses,
judgments, fines, damages, penalties, interest, liabilities and amounts paid in
settlement actually and reasonably

       


      
        
           


        

        
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      incurred
by the Indemnitee in connection with such action, suit or proceeding if the
Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company and except
that no indemnification shall be made in respect of any claim, issue or matter
as to which the Indemnitee shall have been adjudged to be liable to the Company
unless and only to the extent that the Indemnitee obtains a Final Adjudication
that, despite the adjudication of liability but in view of all the circumstances
of the case, the Indemnitee is fairly and reasonably entitled to indemnity for
such Expenses.  Action taken or omitted by the Indemnitee with respect
to any employee benefit plan in the performance of the Indemnitee’s duties for a
purpose reasonably believed by the Indemnitee to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a purpose
that is in, or not opposed to, the best interests of the Company.

       

      (c)          Indemnification for Expenses
of a Party Who is Wholly or Partly Successful.  To the extent
that the Indemnitee is successful, on the merits or otherwise, in any
Proceeding, the Indemnitee shall be indemnified with respect to Expenses to the
maximum extent permitted by this Agreement and by Delaware law if greater,
against all Expenses actually and reasonably incurred by the Indemnitee or on
the Indemnitee’s behalf in connection with the successful resolution of a
Proceeding.  If the Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall
indemnify the Indemnitee against all Expenses actually and reasonably incurred
by the Indemnitee or on the Indemnitee’s behalf in connection with each
successfully resolved claim, issue or matter.  For purposes of this
Section and without limitation, the termination of any claim, issue or matter in
such a Proceeding by dismissal, with or without prejudice, shall be deemed to be
a successful result as to such claim, issue or matter.

       

      3.           Insurance.  If
available, the Company shall maintain an insurance policy or policies providing
liability insurance for Enterprise Fiduciaries which is at least as favorable to
the Indemnitee as the policy in effect on the Effective Date and for so long as
the Indemnitee's services are covered pursuant to this Agreement, regardless of
whether the Company would have the power to indemnify such Enterprise
Fiduciaries against such liability under the provisions of this Agreement;
provided and to the extent that such insurance is available on a reasonable
commercial basis, as determined by the Board.  To the extent that the
Company maintains an insurance policy or policies providing liability insurance
for its Enterprise Fiduciaries, the Indemnitee shall be covered by such policy
or policies to the maximum extent permitted under its or their
terms.  However, the Indemnitee shall continue to be entitled to the
indemnification rights provided pursuant to this Agreement regardless of whether
liability or other insurance coverage is at any time obtained or retained by the
Company.

       

      4.           Contribution.

       

      (a)          Whether
or not the indemnification provided in Sections 2 and 3 hereof is
available, in respect of any Proceeding in which the Company is jointly liable
with the Indemnitee (or would be if joined in such Proceeding), the Company
shall pay, in the first instance, the entire amount of any judgment or
settlement of such action, suit or proceeding without requiring the Indemnitee
to contribute to such payment and the Company hereby waives and relinquishes any
right of contribution it may have against the Indemnitee.  The
Company

       


      
        
           


        

        
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      shall not
enter into a settlement of any Proceeding in which the Company is jointly liable
with the Indemnitee (or would be if joined in such Proceeding) unless such
settlement provides for a full and final release of all claims asserted against
the Indemnitee.

       

      (b)          Without
diminishing or impairing the obligations of the Company set forth in Section 4(a), if, for
any reason, the Indemnitee shall elect or be required to pay all or any portion
of any judgment or settlement in any Proceeding in which the Company is jointly
liable with the Indemnitee (or would be if joined in such Proceeding), the
Company shall contribute to the amount of Expense, judgments, fines and
settlements actually and reasonably incurred and paid or payable by the
Indemnitee in proportion to the relative benefits received by the Company and
all officers, directors, managers or employees of the Company, other than the
Indemnitee, who are jointly liable with the Indemnitee (or would be if joined in
such Proceeding), on the one hand, and the Indemnitee, on the other hand, from
the transaction from which such Proceeding arose; provided, however, that the
proportion determined on the basis of relative benefit may, to the extent
necessary to conform to law, be further adjusted by reference to the relative
fault of the Company and all officers, directors, managers or employees of the
Company other than the Indemnitee who are jointly liable with the Indemnitee (or
would be if joined in such Proceeding), on the one hand, and the Indemnitee, on
the other hand, in connection with the events that resulted in such Expense,
judgments, fines or settlement amounts, as well as any other equitable
considerations which the law may require to be considered.  The
relative fault of the Company and all officers, directors, managers or employees
of the Company, other than the Indemnitee, who are jointly liable with the
Indemnitee (or would be if joined in such Proceeding), on the one hand, and the
Indemnitee, on the other hand, shall be determined by reference to, among other
things, the degree to which their actions were motivated by intent to gain
personal profit or advantage, the degree to which their liability is primary or
secondary and the degree to which their conduct is active or
passive.

       

      (c)          To
the fullest extent permissible under applicable law, if the indemnification
provided for in this Agreement is unavailable to the Indemnitee for any reason
whatsoever, the Company, in lieu of indemnifying the Indemnitee, shall
contribute to the amount incurred by the Indemnitee, whether for judgments,
fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or
for Expenses, in connection with any claim relating to an indemnifiable event
under this Agreement, in such proportion as is deemed fair and reasonable in
light of all of the circumstances of such Proceeding in order to reflect (i) the
relative benefits received by the Company and the Indemnitee as a result of the
event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the
relative fault of the Company (and its directors, managers, officers, employees
and agents) and the Indemnitee in connection with such event(s) and/or
transaction(s).

       

      5.           Indemnification for Expenses
of a Witness.  Notwithstanding any other provision of this
Agreement, to the extent that the Indemnitee is, by reason of the Indemnitee’s
status as an Enterprise Fiduciary, a witness in any Proceeding to which the
Indemnitee is not a party, the Indemnitee shall be indemnified by the Company
against all Expenses actually and reasonably incurred by the Indemnitee or on
the Indemnitee’s behalf in connection therewith.

       


      
        
           


        

        
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      6.           Advancement of
Expenses.

       

      (a)          Notwithstanding
any other provision of this Agreement, the Company shall advance all Expenses
incurred by or on behalf of the Indemnitee in connection with any Proceeding by
reason of the fact that the Indemnitee is or was an Enterprise Fiduciary, within
20 days after the receipt by the Company of a statement or statements from the
Indemnitee requesting such advance or advances from time to time, whether prior
to or after final disposition of such Proceeding.  Such statement or
statements shall reasonably evidence the Expenses incurred by the Indemnitee and
shall include or be preceded or accompanied by an undertaking by or on behalf of
the Indemnitee to repay any Expenses advanced if it shall ultimately be
determined by a Final Adjudication that the Indemnitee is not entitled to be
indemnified against such Expenses.  Any advances and undertakings to
repay pursuant to this Section 6 shall be
unsecured and interest free.

       

      (b)          The
indemnification, advancement of Expenses and other provisions of this Section 6 are for the
benefit of the Indemnitee, the Indemnitee’s heirs, successors, assigns and
administrators and shall not be deemed to create any rights for the benefit of
any other persons.

       

      7.           Procedures and Presumptions
for Determination of Entitlement to Indemnification.  It is the
intent of this Agreement to secure for the Indemnitee rights of indemnity that
are at least as favorable as those rights permitted under the LLC Agreement and
public policy of the State of Delaware.  Accordingly, the parties
agree that the following procedures and presumptions shall apply in the event of
any question as to whether the Indemnitee is entitled to indemnification under
this Agreement.

       

      (a)          To
obtain indemnification under this Agreement, the Indemnitee shall submit to the
Company a written request, including therein or therewith such documentation and
information as is reasonably available to the Indemnitee and is reasonably
necessary to determine whether and to what extent the Indemnitee is entitled to
indemnification.  The Secretary of the Company shall, promptly upon
receipt of such a request for indemnification, advise the Board in writing that
the Indemnitee has requested indemnification.

       

      (b)          Upon
written request by the Indemnitee for indemnification pursuant to the first
sentence of Section
7(a) hereof, a determination with respect to the Indemnitee’s entitlement
thereto shall be made in the specific case by one of the following four methods,
which shall be at the election of the Board:  (1) by a majority vote
of the Disinterested Directors, even though less than a quorum, (2) by a
committee of Disinterested Directors designated by a majority vote of the
Disinterested Directors, even though less than a quorum, (3) if there are no
Disinterested Directors or if the Disinterested Directors so direct, by
Independent Counsel in a written opinion to the Board, a copy of which shall be
delivered to the Indemnitee, or (4) if so directed by the Board, by the
Company’s unit holders.

       

      (c)          If
the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 7(b) hereof,
the Independent Counsel shall be selected

       


      
        
           


        

        
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      as
provided in this Section
7(c).  The Independent Counsel shall be selected by the
Board.  The Indemnitee may, within 10 days after such written notice
of selection shall have been given, deliver to the Company a written objection
to such selection; provided, however, that such objection may be asserted only
on the ground that the Independent Counsel so selected does not meet the
requirements of “Independent Counsel” as defined in Section 1 of this
Agreement, and the objection shall set forth with particularity the factual
basis of such assertion.  Absent a proper and timely objection, the
person so selected shall act as Independent Counsel.  If a written
objection is made and substantiated, the Independent Counsel selected may not
serve as Independent Counsel unless and until such objection is withdrawn or a
court has determined that such objection is without merit.  If, within
20 days after submission by the Indemnitee of a written request for
indemnification pursuant to Section 7(a) hereof,
no Independent Counsel shall have been selected and not objected to, either the
Company or the Indemnitee may petition the Chancery Court for resolution of any
objection which shall have been made by the Indemnitee to the Company’s
selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by the court or by such other person as the court
shall designate, and the person with respect to whom all objections are so
resolved or the person so appointed shall act as Independent Counsel under Section 7(b)
hereof.  The Company shall pay any and all reasonable fees and Expense
of Independent Counsel incurred by such Independent Counsel in connection with
acting pursuant to Section 7(b) hereof,
and the Company shall pay all reasonable fees and Expense incident to the
procedures of this Section 7(c),
regardless of the manner in which such Independent Counsel was selected or
appointed.

       

      (d)          Neither
the failure of the Company (including its Disinterested Directors, a committee
of such directors, Independent Counsel, or its unit holders) to have made a
determination prior to the commencement of a Proceeding that indemnification of
the Indemnitee is proper in the circumstances under the applicable standard of
conduct set forth in this Agreement, nor an actual determination by the Company
(including its Disinterested Directors, a committee of such Disinterested
Directors, Independent Counsel, or the Company’s unit holders) that the
Indemnitee has not met the applicable standard of conduct shall create a
presumption that the Indemnitee has not met the applicable standard of conduct,
or, in the case of a suit brought by the Indemnitee, be a defense to such suit.
In any suit brought by the Indemnitee to enforce a right to indemnification or
to an advancement of Expense hereunder, or brought by the Company to recover an
advancement of Expense pursuant to the terms of an undertaking, the burden of
proving that the Indemnitee is not entitled to be indemnified or to such
advancement of Expense, under this Section 7(d) or
otherwise shall be on the Company.

       

      (e)          the
Indemnitee shall be deemed to have acted in good faith if the Indemnitee’s
action is based on the records or books of account of the Enterprise, including
financial statements, or on information supplied to the Indemnitee by the
officers or managers of the Enterprise in the course of their duties, or on the
advice of legal counsel for the Enterprise or on information or records given or
reports made to the Enterprise by an independent certified public accountant or
by an appraiser or other expert selected with reasonable care by the
Enterprise.  In addition, the knowledge and/or actions, or failure to
act, of any other director, manager, officer, agent or employee of the
Enterprise shall not be imputed to the Indemnitee for purposes of determining
the right to indemnification under this Agreement.  Whether or not the
foregoing provisions of this Section 7(e) are
satisfied, it shall in any event be presumed that the Indemnitee has at all
times acted in good faith and in a manner the Indemnitee reasonably

       


      
        
           


        

        
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      believed
to be in or not opposed to the best interests of the Company.  Anyone
seeking to overcome this presumption shall have the burden of proof and the
burden of persuasion by clear and convincing evidence.

       

      (f)           the
Indemnitee shall cooperate with the person, persons or entity making such
determination with respect to the Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to the Indemnitee
and reasonably necessary to such determination.  Any Independent
Counsel or member of the Board shall act reasonably and in good faith in making
a determination regarding the Indemnitee’s entitlement to indemnification under
this Agreement.  Any costs or Expense  incurred by the
Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination
as to the Indemnitee’s entitlement to indemnification) and the Company hereby
indemnifies and agrees to hold the Indemnitee harmless therefrom.

       

      (g)          The
Company acknowledges that a settlement or other disposition short of final
judgment may be successful if it permits a party to avoid expense, delay,
distraction, disruption and uncertainty.  In the event that any
action, claim or proceeding to which the Indemnitee is a party is resolved in
any manner other than by adverse judgment against the Indemnitee (including,
without limitation, settlement of such action, claim or proceeding with or
without payment of money or other consideration) it shall be presumed that the
Indemnitee has been successful on the merits or otherwise in such action, suit
or proceeding.  Anyone seeking to overcome this presumption shall have
the burden of proof and the burden of persuasion by clear and convincing
evidence.

       

      (h)          The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of the Indemnitee to
indemnification or create a presumption that the Indemnitee did not act in good
faith and in a manner which the Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that the Indemnitee had reasonable cause to believe that the
Indemnitee’s conduct was unlawful.

       

      8.           Remedies of the
Indemnitee.

       

      (a)           If
a claim under this Agreement is not paid in full by the Company within 60 days
after a written claim has been received by the Company, except in the case of a
claim for an advancement of Expenses, in which case the applicable period shall
be 20 days, the Indemnitee may at any time thereafter bring suit against the
Company to recover the unpaid amount of the claim. If successful in whole or in
part in any such suit, or in a suit brought by the Company to recover an
advancement of Expenses pursuant to the terms of an undertaking, the Indemnitee
shall be entitled to be paid also the reasonable Expenses of prosecuting or
defending such suit. In any suit brought by the Indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the Indemnitee to
enforce a right to an advancement of Expenses) it shall be a defense that, in
accordance with the procedures, presumptions and provisions set forth in this
Agreement, the Indemnitee has not met any material applicable standard
for

       


      
        
           


        

        
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      indemnification
set forth in this Agreement under procedures and provisions set forth
herein.  In any suit brought by the Company to recover an advancement
of Expenses pursuant to the terms of an undertaking, the Company shall be
entitled to recover such Expenses upon a Final Adjudication that the Indemnitee
has not met any material applicable standard for indemnification set forth in
this Agreement at the Effective Date.

       

      (b)          In
the event that a determination shall have been made pursuant to Section 7(b) of this
Agreement that the Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section 8 shall be
conducted in all respects as a de novo trial on the merits, and the Indemnitee
shall not be prejudiced by reason of the adverse determination under Section
7(b).

       

      (c)          If
a determination shall have been made pursuant to Section 7(b) of this
Agreement that the Indemnitee is entitled to indemnification, the Company shall
be bound by such determination in any judicial proceeding commenced pursuant to
this Section 8,
absent (i) a misstatement by the Indemnitee of a material fact, or an omission
of a material fact necessary to make the Indemnitee’s misstatement not
materially misleading in connection with the application for indemnification, or
(ii) a prohibition of such indemnification under applicable law.

       

      (d)          In
the event that the Indemnitee, pursuant to this Section 8, seeks a
judicial adjudication of the Indemnitee’s rights under, or to recover damages
for breach of, this Agreement, or to recover under any directors’ and officers’
liability insurance policies maintained by the Company, the Company shall pay on
the Indemnitee’s behalf, in advance, any and all Expenses (of the types
described in the definition of “Expenses” in Section 1 of this
Agreement) actually and reasonably incurred by the Indemnitee in such judicial
adjudication, regardless of whether the Indemnitee ultimately is determined to
be entitled to such indemnification, advancement of Expenses or insurance
recovery.

       

      (e)          The
Company shall be precluded from asserting in any judicial proceeding commenced
pursuant to this Section 8 that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court that the Company is bound by
all the provisions of this Agreement.

       

      (f)           Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement
to indemnification under this Agreement shall be required to be made prior to
the final disposition of the Proceeding.

       

      9.           Non-Exclusivity; Insurance;
Subrogation.

       

      (a)          The
rights of indemnification, advancement of Expenses and other rights of the
Indemnitee under this Agreement shall be in addition to any other rights to
which an the Indemnitee may be entitled under any agreement, including (1) the
LLC Agreement; (2) pursuant to those rights adopted by any vote of the unit
holders; (3) as a matter of law; or (4) otherwise, as to actions in the
Indemnitee’s capacity as an Enterprise Fiduciary.  No amendment or
modification of this Agreement or of any provision hereof shall limit or
restrict any right of the Indemnitee under this Agreement in respect of any
action taken or omitted by such the Indemnitee in the Indemnitee’s capacity as
an Enterprise Fiduciary prior to such amendment,

       


      
        
           


        

        
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      alteration
or repeal.  To the extent that an amendment or modification of the LLC
Agreement, whether by law, amendment or otherwise, or an amendment to Delaware
law, permits greater indemnification than would be afforded currently under this
Agreement, it is the intent of the parties hereto that the Indemnitee shall
enjoy by this Agreement the greater benefits so afforded by such
change.  No right or remedy herein conferred is intended to be
exclusive of any other right or remedy, and every other right and remedy shall
be cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other right or
remedy.

       

      (b)          If,
at the time of the receipt of a notice of a claim pursuant to the terms hereof,
the Company has director and officer liability insurance in effect, the Company
shall give prompt notice of the commencement of such claim to the insurers in
accordance with the procedures set forth in the respective
policies.  The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts payable as a result of such proceeding in accordance with the terms of
such policies.

       

      (c)          In
the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of the
Indemnitee, who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to
enable the Company to bring suit to enforce such rights.

       

      (d)          The
Company's obligation to indemnify or advance Expenses hereunder to the
Indemnitee who is or was serving at the request of the Company as an Enterprise
Fiduciary to an Enterprise other than the Company shall be reduced by any amount
the Indemnitee has actually received as indemnification or advancement of
Expenses from such other Enterprise.

       

      (e)          Any
indemnification pursuant to this Agreement shall be made only out of the assets
of the Company, including any insurance purchased and maintained by the Company
for such purpose, it being agreed that the Company’s unit holders shall not be
personally liable for such indemnification and shall have no obligation to
contribute or loan any monies or property to the Company to enable it to
effectuate such indemnification.

       

      (f)           the
Indemnitee shall not be denied indemnification in whole or in part under this
Agreement because the Indemnitee had an interest in the transaction with respect
to which the indemnification applies if the transaction was otherwise permitted
by the terms of this Agreement as in effect at the time of the
transaction.

       

      10.         Exception to Right of
Indemnification. Notwithstanding any provision in this Agreement, the
Company shall not be obligated under this Agreement to make any indemnity in
connection with any claim made against the Indemnitee:

       

      (a)          for
which payment has actually been made to or on behalf of the Indemnitee under any
insurance policy or other indemnity provision, except with respect to any excess
beyond the amount paid under any insurance policy or other indemnity provision;
or

       


      
        
           


        

        
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      (b)          for
an accounting of profits made from the purchase and sale (or sale and purchase)
by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the
Securities Exchange Act of 1934, as amended, or similar provisions of state
statutory law or common law; or

       

      (c)           in
connection with any Proceeding (or any part of any Proceeding) initiated by the
Indemnitee, against the Company or its directors, managers, officers, employees
or other indemnitees, unless (i) the Board authorized the Proceeding (or any
part of any Proceeding) prior to its initiation or (ii) the Company provides the
indemnification, in its sole discretion, pursuant to the powers vested in the
Company under applicable law.

       

      11.         Duration of
Agreement.  All agreements and obligations of the Company
contained herein shall continue during the period the Indemnitee is an
Enterprise Fiduciary of the Company (or is or was serving at the request of the
Company as an Enterprise Fiduciary another Enterprise) and shall continue
thereafter so long as the Indemnitee shall be subject to any Proceeding (or any
proceeding commenced under Section 7 hereof) by
reason of the fact that the Indemnitee is or was an Enterprise Fiduciary,
whether or not the Indemnitee is acting or serving in any such capacity at the
time any liability or Expense is incurred for which indemnification can be
provided under this Agreement. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective
successors (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets
of the Company), assigns, spouses, heirs, executors and personal and legal
representatives.

       

      12.         Security.  To
the extent requested by the Indemnitee and approved by the Board, the Company
may at any time and from time to time provide security to the Indemnitee for the
Company’s obligations hereunder through an irrevocable bank line of credit or
other collateral.  Any such security, once provided to the Indemnitee,
may not be revoked or released without the prior written consent of the
Indemnitee.

       

      13.         Enforcement.

       

      (a)          The
Company expressly confirms and agrees that it has entered into this Agreement
and assumes the obligations imposed on it hereby in order to induce the
Indemnitee to serve as a director and an officer of the Company, and the Company
acknowledges that the Indemnitee is relying upon this Agreement in serving as
such Enterprise Fiduciary of the Company.

       

      (b)          This
Agreement and the LLC Agreement constitute the entire agreement between the
parties hereto with respect to the subject matter hereof and supersede all prior
agreements and understandings, oral, written and implied, between the parties
hereto with respect to the subject matter hereof.

       

      14.         Severability.  The
invalidity or unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provision.  Without
limiting the generality of the foregoing, this Agreement is intended to confer
upon the Indemnitee indemnification rights to the fullest extent not prohibited
by law.  In the event any provision

       


      
        
           


        

        
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      hereof
conflicts with any applicable law, such provision shall be deemed modified,
consistent with the aforementioned intent, to the extent necessary to resolve
such conflict.

       

      15.         Modification and
Waiver.  No supplement, modification, termination or amendment
of this Agreement shall be binding unless executed in writing by both of the
parties hereto.  No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing
waiver.

       

      16.         Notice By the
Indemnitee.  the Indemnitee agrees promptly to notify the
Company in writing upon being served with or otherwise receiving any summons,
citation, subpoena, complaint, indictment, information or other document
relating to any Proceeding or matter which may be subject to indemnification
covered hereunder.  The failure to so notify the Company shall not
relieve the Company of any obligation which it may have to the Indemnitee under
this Agreement or otherwise unless and only to the extent that such failure or
delay materially prejudices the Company.

       

      17.         Notices.  All
notices and other communications given or made pursuant to this Agreement shall
be in writing and shall be deemed effectively given:  (a) upon
personal delivery to the party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient, and if not so confirmed, then on the next business day, (c) five days
after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (d) one day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt.  All communications shall be
sent:

       

      (a)          To
the Indemnitee at the address set forth below the Indemnitee signature
hereto.

       

                     To the Company
at:

       

                     Linn Energy,
LLC

                                                 
JP Morgan Chase Tower

                                                 
600
Travis, Suite 5100

                                                 
Houston, TX  77002

                                                 
Fax:    281-840-4180

                                                 
Attention: Senior Vice President and General Counsel

                                                 
cripley@linnenergy.com

       

      or to
such other address as may have been furnished to the Indemnitee by the Company
or to the Company by the Indemnitee, as the case may be.

       

      18.         Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
Agreement.  This Agreement may also be executed and delivered by
facsimile signature and in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

       


      
        
           


        

        
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      19.         Headings.  The
headings of the paragraphs of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.

       

      20.         Governing Law and Consent to
Jurisdiction.  This Agreement and the legal relations among the
parties shall be governed by, and construed and enforced in accordance with, the
laws of the State of Delaware, without regard to its conflict of laws rules. The
Company and the Indemnitee hereby irrevocably and unconditionally (i) agree that
any action or proceeding arising out of or in connection with this Agreement
shall be brought only in the Chancery Court and not in any other state or
federal court in the United States of America or any court in any other country,
(ii) consent to submit to the exclusive jurisdiction of the Chancery Court for
purposes of any action or proceeding arising out of or in connection with this
Agreement, (iii) appoint, to the extent such party is not otherwise subject to
service of process in the State of Delaware, irrevocably Capitol Services, Inc.,
at 615 South Dupont Highway, Dover, Delaware 19901 (as such address may be
changed from time to time by such agent) as its agent in the State of Delaware
as such party's agent for acceptance of legal process in connection with any
such action or proceeding against such party with the same legal force and
validity as if served upon such party personally within the State of Delaware,
(iv) waive any objection to the laying of venue of any such action or proceeding
in the Chancery Court, and (v) waive, and agree not to plead or to make, any
claim that any such action or proceeding brought in the Chancery Court has been
brought in an improper or inconvenient forum.

       

      IN WITNESS WHEREOF, the parties hereto
have executed this Agreement on and as of the day and year first above
written.

       

      COMPANY

      


      


      By:_/s/ Mark E. Ellis            

           Mark
E. Ellis

           President
and Chief Operating Officer

       

       

      INDEMNITEE

       

       

      /s/ Michael C.
Linn                                     
 

      Michael
C. Linn

       

       

      Address:

      
                                                                                                               
                                                                        

      

      
                                                                                                               
                                                                        

      

      
                                                                                                               
                                                                        

                                                                                                               
                                                                        



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