exv10w1



 





Exhibit 10.1




Execution Copy




UNIT PURCHASE AGREEMENT




BY AND AMONG




LINN ENERGY, LLC




AND




THE PURCHASERS NAMED HEREIN




 









 





UNIT PURCHASE AGREEMENT




     UNIT PURCHASE AGREEMENT, dated as of May 30, 2007 (this “Agreement”), by and among
LINN ENERGY, LLC, a Delaware limited liability company (“Linn Energy”) and each of the
purchasers named in Schedule 2.01 to this Agreement (each such purchaser a “Purchaser” and,
collectively, the “Purchasers”).



     WHEREAS, Linn Energy desires to sell approximately $260,000,000.00 of Units to the Purchasers;



     WHEREAS, the Purchasers desire to purchase severally an aggregate of approximately
$260,000,000.00 of Units from Linn Energy in accordance with the terms and provisions of this
Agreement;



     WHEREAS, Linn Energy desires to reduce indebtedness outstanding under Linn Energy’s revolving
credit facility out of the proceeds from Linn Energy’s sale of approximately $260,000,000.00 of
Units to the Purchasers; and



     WHEREAS, Linn Energy has agreed to provide the Purchasers with certain registration rights
with respect to the Purchased Units acquired pursuant to this Agreement.



     NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Linn Energy and each of the Purchasers, severally and not jointly, hereby agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.01. Definitions. As used in this Agreement, and unless the context requires
a different meaning, the following terms have the meanings indicated:



     “8-K Filing” shall have the meaning specified in Section 5.04.



     “Action” against a Person means any lawsuit, action, proceeding, investigation or
complaint before any Governmental Authority, mediator or arbitrator.



     “Affiliate” means, with respect to a specified Person, any other Person, whether now
in existence or hereafter created, directly or indirectly controlling, controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition,
“control” (including, with correlative meanings, “controlling”, “controlled by” and “under common
control with”) means the power to direct or cause the direction of the management and policies of
such Person, directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise.



     “Agreement” shall have the meaning specified in the introductory paragraph.



 









 





     “Basic Documents” means, collectively, this Agreement, the Registration Rights
Agreement and any and all other agreements or instruments executed and delivered by the Parties to
evidence the execution, delivery and performance of this Agreement, and any amendments,
supplements, continuations or modifications thereto.



     “Board of Directors” means the board of directors of Linn Energy.



     “Business Day” means any day other than a Saturday, a Sunday, or a legal holiday for
commercial banks in Houston, Texas or New York, New York.



     “Buy-In” shall have the meaning specified in Section 9.08.



     “Buy-In Price” shall have the meaning specified in Section 9.08.



     “Closing” shall have the meaning specified in Section 2.02.



     “Closing Date” shall have the meaning specified in Section 2.02.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time.



     “Commission” means the United States Securities and Exchange Commission.



     “Commitment Amount” means the dollar amount set forth opposite each Purchaser’s name
on Schedule 2.01 to this Agreement under the heading “Gross Proceeds to Issuer.”



     “Delaware LLC Act” shall have the meaning specified in Section 3.02(a).



     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time, and the rules and regulations of the Commission promulgated thereunder.



     “GAAP” means generally accepted accounting principles in the United States of America
in effect from time to time.



     “Governmental Authority” shall include the country, state, county, city and political
subdivisions in which any Person or such Person’s Property is located or that exercises valid
jurisdiction over any such Person or such Person’s Property, and any court, agency, department,
commission, board, bureau or instrumentality of any of them and any monetary authorities that
exercise valid jurisdiction over any such Person or such Person’s Property. Unless otherwise
specified, all references to Governmental Authority herein shall mean a Governmental Authority
having jurisdiction over, where applicable, Linn Energy, its Subsidiaries or any of their Property
or any of the Purchasers.



     “Indemnified Party” shall have the meaning specified in Section 8.03.



     “Indemnifying Party” shall have the meaning specified in Section 8.03.



     “Law” means any federal, state, local or foreign order, writ, injunction, judgment,
settlement, award, decree, statute, law, rule or regulation.



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     “Lien” means any interest in Property securing an obligation owed to, or a claim by, a
Person other than the owner of the Property, whether such interest is based on the common law,
statute or contract, and whether such obligation or claim is fixed or contingent, and including the
lien or security interest arising from a mortgage, encumbrance, pledge, security agreement,
conditional sale or trust receipt or a lease, consignment or bailment for security purposes.



     “Limited Liability Company Agreement” shall have the meaning specified in Section
2.01(a).



     “Linn Energy” shall have the meaning specified in the introductory paragraph.



     “Linn Energy Financial Statements” shall have the meaning specified in Section 3.03.



     “Linn Energy Material Adverse Effect” means any material and adverse effect on (i) the
assets, liabilities, financial condition, business, operations, prospects or affairs of Linn Energy
and its Subsidiaries, taken as a whole, measured against those assets, liabilities, financial
condition, business, operations, prospects or affairs reflected in the Linn Energy SEC Documents,
other than those occurring as a result of general economic or financial conditions or other
developments that are not unique to and do not have a material disproportionate impact on Linn
Energy and its Subsidiaries but also affect other Persons who participate in or are engaged in the
lines of business of which Linn Energy and its Subsidiaries participate or are engaged, (ii) the
ability of Linn Energy and its Subsidiaries, taken as a whole, to carry out their business as of
the date of this Agreement or to meet their obligations under the Basic Documents on a timely basis
or (iii) the ability of Linn Energy to consummate the transactions under any Basic Document.



     “Linn Energy Related Parties” shall have the meaning specified in Section 8.02.



     “Linn Energy SEC Documents” shall have the meaning specified in Section 3.03.



     “Lock-Up Date” means 60 days following the date that a registration statement under
the Securities Act is declared effective by the Commission to permit resale of the Units (including
the Units issued upon conversion of the Class B Units) sold in the October 24, 2006 private
placement and the Units (including the Units issued upon conversion of the Class C Units) sold in
the February 1, 2007 private placement.



     “Party” or “Parties” means Linn Energy and the Purchasers, individually or
collectively, as the case may be.



     “Person” means any individual, corporation, company, voluntary association,
partnership, joint venture, trust, limited liability company, unincorporated organization or
government or any agency, instrumentality or political subdivision thereof, or any other form of
entity.



     “Placement Agent Fees” means the fees that Linn Energy is obligated to pay to each of
Citigroup Global Markets Inc., RBC Capital Markets Corporation, Lehman Brothers Inc. and Jefferies
& Company, Inc. upon the closing of the transactions contemplated by this Agreement.



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     “Property” means any interest in any kind of property or asset, whether real, personal
or mixed, or tangible or intangible.



     “Purchase Price” means the aggregate of each Purchaser’s Commitment Amount set forth
opposite the Purchaser’s name on Schedule 2.01 to this Agreement under the heading “Gross
Proceeds to Issuer.”



     “Purchased Units” means the Units to be issued and sold to the Purchasers pursuant to
this Agreement.



     “Purchaser” shall have the meaning specified in the introductory paragraph.



     “Purchaser Material Adverse Effect” means any material and adverse effect on (i) the
ability of a Purchaser to meet its obligations under the Basic Documents on a timely basis or (ii)
the ability of a Purchaser to consummate the transactions under any Basic Document.



     “Purchaser Related Parties” shall have the meaning specified in Section 8.01.



     “Purchasers” shall have the meaning specified in the introductory paragraph.



     “Registration Rights Agreement” means the Registration Rights Agreement, substantially
in the form attached to this Agreement as Exhibit C, to be entered into at the Closing,
among Linn Energy and the Purchasers.



     “Representatives” of any Person means the officers, managers, directors, employees,
agents and other representatives of such Person.



     “Securities Act” means the Securities Act of 1933, as amended from time to time, and
the rules and regulations of the Commission promulgated thereunder.



     “Short Sales” means, without limitation, all “short sales” as defined in Rule 200
promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and
forward sale contracts, options, puts, calls, short sales, “put equivalent positions” (as defined
in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions
through non-U.S. broker dealers or foreign regulated brokers.



     “Subsidiary” means, as to any Person, any corporation or other entity of which a
majority of the outstanding equity interest having by the terms thereof ordinary voting power to
elect a majority of the board of directors of such corporation or other entity (irrespective of
whether or not at the time any equity interest of any other class or classes of such corporation or
other entity shall have or might have voting power by reason of the happening of any contingency)
is at the time directly or indirectly owned or controlled by such Person or one or more of its
Subsidiaries.



     “Transfer Agent” means Computershare Trust Company, N.A. in its capacity as transfer
agent for the Units.



     “Unit Price” shall have the meaning specified in Section 2.01(c).



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     “Unitholders” means the Unitholders of Linn Energy (within the meaning of the Limited
Liability Company Agreement).



     “Units” means the Units of Linn Energy representing limited liability company
interests.



     Section 1.02. Accounting Procedures and Interpretation. Unless otherwise specified in
this Agreement, all accounting terms used herein shall be interpreted, all determinations with
respect to accounting matters under this Agreement shall be made, and all financial statements and
certificates and reports as to financial matters required to be furnished to the Purchasers under
this Agreement shall be prepared, in accordance with GAAP applied on a consistent basis during the
periods involved (except, in the case of unaudited statements, as permitted by Form 10-Q
promulgated by the Commission) and in compliance as to form in all material respects with
applicable accounting requirements and with the published rules and regulations of the Commission
with respect thereto.



ARTICLE II

SALE AND PURCHASE




     Section 2.01. Sale and Purchase. Subject to the terms and conditions of this
Agreement, at the Closing, Linn Energy hereby agrees to issue and sell to each Purchaser, and each
Purchaser hereby agrees, severally and not jointly, to purchase from Linn Energy, the number of
Purchased Units set forth opposite its name on Schedule 2.01 hereto. Each Purchaser agrees to pay
Linn Energy the Unit Price for each Purchased Unit as set forth in Section 2.01(b). The respective
obligations of each Purchaser under this Agreement are several and not joint with the obligations
of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the
obligations of any other Purchaser under this Agreement. The failure or waiver of performance
under this Agreement by any Purchaser, or on its behalf, does not excuse performance by any other
Purchaser. Nothing contained herein or in any other Basic Document, and no action taken by any
Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such obligations or the
transactions contemplated by any Basic Document. Except as otherwise provided in this Agreement or
the other Basic Documents, each Purchaser shall be entitled to independently protect and enforce
its rights, including the rights arising out of this Agreement or out of the other Basic Documents,
and it shall not be necessary for any other Purchaser to be joined as an additional party in any
proceeding for such purpose.



          (a) Units. The number of Purchased Units to be issued and sold to each Purchaser by
Linn Energy is set forth opposite such Purchaser’s name on Schedule 2.01 hereto. The Purchased
Units shall have those rights, preferences, privileges and restrictions governing the Units as set
forth in the Second Amended and Restated Limited Liability Company Agreement of Linn Energy, dated
as of January 19, 2006 (the “Limited Liability Company Agreement”), as amended.




          (b) Consideration. The amount per Unit each Purchaser will pay to Linn Energy to
purchase the Purchased Units (the “Unit Price”) shall be $33.50.




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     Section 2.02. Closing. The execution and delivery of the Basic Documents (other than
this Agreement), the delivery of certificates representing the Purchased Units (which may be
delivered within 7 days following the Closing Date), the payment by each Purchaser of its
respective Commitment Amount and execution and delivery of all other instruments, agreements and
other documents required by this Agreement (the “Closing”) shall take place on June 1, 2007
(the “Closing Date”).



ARTICLE III

REPRESENTATIONS AND WARRANTIES OF LINN ENERGY




     Linn Energy represents and warrants to the Purchasers, on and as of the date of this Agreement
and on and as of the Closing Date, as follows:



     Section 3.01. Corporate Existence. Linn Energy: (i) is a limited liability company
duly organized, validly existing and in good standing under the Laws of the State of Delaware; (ii)
has all requisite limited liability company power, and has all material governmental licenses,
authorizations, consents and approvals, necessary to own its Properties and carry on its business
as its business is now being conducted as described in the Linn Energy SEC Documents, except where
the failure to obtain such licenses, authorizations, consents and approvals would not reasonably be
expected to have a Linn Energy Material Adverse Effect; and (iii) is qualified to do business in
all jurisdictions in which the nature of the business conducted by it makes such qualifications
necessary, except where failure so to qualify would not reasonably be expected to have a Linn
Energy Material Adverse Effect.



     Section 3.02. Capitalization and Valid Issuance of Purchased Units.



          (a) As of the date of this Agreement, and prior to the issuance and sale of the Purchased
Units, the issued and outstanding membership interests of Linn Energy consist of 57,806,071 Units.
All of the outstanding Units have been duly authorized and validly issued in accordance with
applicable Law and the Limited Liability Company Agreement and are fully paid (to the extent
required under the Limited Liability Company Agreement) and non-assessable (except as such
non-assessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act
(the “Delaware LLC Act”).




          (b) Other than Linn Energy’s existing (i) Long-Term Incentive Plan and (ii) Memorandum of
Understanding Regarding Compensation Arrangements for Members of its Board of Directors, Linn
Energy has no equity compensation plans that contemplate the issuance of Units (or securities
convertible into or exchangeable for Units). Linn Energy has no outstanding indebtedness having
the right to vote (or convertible into or exchangeable for securities having the right to vote) on
any matters on which the Unitholders may vote. Except as set forth in the first sentence of this
Section 3.02(b), as contemplated by this Agreement or as are contained in the Limited Liability
Company Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights,
subscriptions, calls or other rights, convertible securities, agreements, claims or commitments of
any character obligating Linn Energy or any of its Subsidiaries to issue, transfer or sell any
limited liability company interests or other equity interests in Linn Energy or any of its
Subsidiaries or securities convertible into or exchangeable for such limited liability company
interests or other equity interests, (ii) obligations of Linn




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Energy or any of its Subsidiaries to repurchase, redeem or otherwise acquire any limited
liability company interests or other equity interests in Linn Energy or any of its Subsidiaries or
any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or
similar agreements to which Linn Energy or any of its Subsidiaries is a party with respect to the
voting of the equity interests of Linn Energy or any of its Subsidiaries.




          (c) (i) All of the issued and outstanding equity interests of each of Linn Energy’s
Subsidiaries are owned, directly or indirectly, by Linn Energy free and clear of any Liens (except
for such restrictions as may exist under applicable Law and except for such Liens as may be imposed
under Linn Energy’s or Linn Energy’s Subsidiaries’ credit facilities filed as exhibits to the Linn
Energy SEC Documents), and all such ownership interests have been duly authorized and validly
issued and are fully paid (to the extent required by the organizational documents of Linn Energy’s
Subsidiaries, as applicable) and non-assessable (except as non-assessability may be affected by
Section 18-607 of the Delaware LLC Act or the organizational documents of Linn Energy’s
Subsidiaries, as applicable) and free of preemptive rights, with no personal liability attaching to
the ownership thereof, and (ii) except as disclosed in the Linn Energy SEC Documents, neither Linn
Energy nor any of its Subsidiaries owns any shares of capital stock or other securities of, or
interest in, any other Person, or is obligated to make any capital contribution to or other
investment in any other Person.




          (d) The offer and sale of the Purchased Units and the membership interests represented thereby
will be duly authorized by Linn Energy pursuant to the Limited Liability Company Agreement prior to
the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance
with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the
Limited Liability Company Agreement) and non-assessable (except as such non-assessability may be
affected by Section 18-607 of the Delaware LLC Act) and will be free of any and all Liens and
restrictions on transfer, other than restrictions on transfer under the Limited Liability Company
Agreement, the Registration Rights Agreement and applicable state and federal securities Laws and
other than such Liens as are created by the Purchasers.




          (e) The Purchased Units will be issued in compliance with all applicable rules of The Nasdaq
Global Market. Prior to the Closing Date, Linn Energy will submit to The Nasdaq Global Market a
Notification Form: Listing of Additional Units with respect to the Purchased Units. Linn Energy’s
currently outstanding Units are quoted on The Nasdaq Global Market and Linn Energy has not received
any notice of delisting.




          (f) The Purchased Units shall have those rights, preferences, privileges and restrictions
governing the Units as set forth in the Limited Liability Company Agreement. A true and correct
copy of the Limited Liability Company Agreement, as amended through the date hereof, has been filed
by Linn Energy with the Commission on January 19, 2006 as Exhibit 3.1 to Linn Energy’s Current
Report on Form 8-K, as amended by Amendment No. 1 to Second Amended and Restated Limited Liability
Company Agreement of Linn Energy, LLC filed with the Commission on October 25, 2006 as Exhibit 4.1
to Linn Energy’s Current Report on Form 8-K and Amendment No. 2 to Second Amended and Restated
Limited Liability Company Agreement of Linn Energy, LLC filed with the Commission on February 5,
2007 as Exhibit 4.1 to Linn Energy’s Current Report on Form 8-K.




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     Section 3.03. Linn Energy SEC Documents. Linn Energy has filed with the Commission
all forms, registration statements, reports, schedules and statements required to be filed by it
under the Exchange Act or the Securities Act (all such documents filed on or prior to the date of
this Agreement, collectively, the “Linn Energy SEC Documents”). The Linn Energy SEC
Documents, including any audited or unaudited financial statements and any notes thereto or
schedules included therein (the “Linn Energy Financial Statements”), at the time filed (in
the case of registration statements, solely on the dates of effectiveness) (except to the extent
corrected by a subsequently filed Linn Energy SEC Document filed prior to the date of this
Agreement) (i) did not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading, (ii) complied in all material
respects with the applicable requirements of the Exchange Act and the Securities Act, as the case
may be, (iii) complied as to form in all material respects with applicable accounting requirements
and with the published rules and regulations of the Commission with respect thereto, (iv) were
prepared in accordance with GAAP applied on a consistent basis during the periods involved (except
as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by
Form 10-Q of the Commission) and (v) fairly present (subject in the case of unaudited statements to
normal, recurring and year-end audit adjustments) in all material respects the consolidated
financial position and status of the business of Linn Energy as of the dates thereof and the
consolidated results of its operations and cash flows for the periods then ended. KPMG LLP is an
independent registered public accounting firm with respect to Linn Energy and has not resigned or
been dismissed as independent registered public accountants of Linn Energy as a result of or in
connection with any disagreement with Linn Energy on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures.



     Section 3.04. No Material Adverse Change. Except as set forth in or contemplated by
the Linn Energy SEC Documents, since December 31, 2006, Linn Energy and its Subsidiaries have
conducted their business in the ordinary course, consistent with past practice, and there has been
no (i) change that has had or would reasonably be expected to have a Linn Energy Material Adverse
Effect, (ii) acquisition or disposition of any material asset by Linn Energy or any of its
Subsidiaries or any contract or arrangement therefor, otherwise than for fair value in the ordinary
course of business, (iii) material change in Linn Energy’s accounting principles, practices or
methods or (iv) incurrence of material indebtedness.



     Section 3.05. Litigation. Except as set forth in the Linn Energy SEC Documents, there
is no Action pending or, to the knowledge of Linn Energy, contemplated or threatened against Linn
Energy or any of its Subsidiaries or any of their respective officers, directors or Properties,
which (individually or in the aggregate) reasonably would be expected to have a Linn Energy
Material Adverse Effect, or which challenges the validity of this Agreement.



     Section 3.06. No Breach. The execution, delivery and performance by Linn Energy of
the Basic Documents to which it is a party and all other agreements and instruments in connection
with the transactions contemplated by the Basic Documents to which it is a party, and compliance by
Linn Energy with the terms and provisions hereof and thereof, do not and will not (a) violate any
provision of any Law, governmental permit, determination or award having applicability to Linn
Energy or any of its Subsidiaries or any of their respective Properties, (b)



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conflict with or result in a violation of any provision of the Certificate of Formation of
Linn Energy or the Limited Liability Company Agreement or any organizational documents of any of
Linn Energy’s Subsidiaries, (c) require any consent, approval or notice under or result in a
violation or breach of or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation or acceleration) under (i) any
note, bond, mortgage, license, or loan or credit agreement to which Linn Energy or any of its
Subsidiaries is a party or by which Linn Energy or any of its Subsidiaries or any of their
respective Properties may be bound or (ii) any other agreement, instrument or obligation, or (d)
result in or require the creation or imposition of any Lien upon or with respect to any of the
Properties now owned or hereafter acquired by Linn Energy or any of its Subsidiaries, except in the
cases of clauses (a) and (c) where such violation, default, breach, termination, cancellation,
failure to receive consent or approval, or acceleration with respect to the foregoing provisions of
this Section 3.06 would not, individually or in the aggregate, reasonably be expected to have a
Linn Energy Material Adverse Effect.



     Section 3.07. Authority. Linn Energy has all necessary limited liability company
power and authority to execute, deliver and perform its obligations under the Basic Documents to
which it is a party and to consummate the transactions contemplated thereby; the execution,
delivery and performance by Linn Energy of each of the Basic Documents to which it is a party, and
the consummation of the transactions contemplated thereby, have been duly authorized by all
necessary action on its part; and the Basic Documents constitute the legal, valid and binding
obligations of Linn Energy, enforceable in accordance with their terms, except as such
enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar Laws
affecting creditors’ rights generally or by general principles of equity. Except as contemplated
by this Agreement, no approval by the Unitholders is required as a result of Linn Energy’s issuance
and sale of the Purchased Units.



     Section 3.08. Approvals. Except as contemplated by this Agreement or as required by
the Commission in connection with Linn Energy’s obligations under the Registration Rights
Agreement, no authorization, consent, approval, waiver, license, qualification or written exemption
from, nor any filing, declaration, qualification or registration with, any Governmental Authority
or any other Person is required in connection with the execution, delivery or performance by Linn
Energy of any of the Basic Documents to which it is a party, except where the failure to receive
such authorization, consent, approval, waiver, license, qualification or written exemption or to
make such filing, declaration, qualification or registration would not, individually or in the
aggregate, reasonably be expected to have a Linn Energy Material Adverse Effect.



     Section 3.09. MLP Status. Linn Energy met for the taxable year ended December 31,
2006, and Linn Energy expects to meet for the taxable year ending December 31, 2007, the gross
income requirements of Section 7704(c)(2) of the Code, and accordingly Linn Energy is not, and does
not reasonably expect to be, taxed as a corporation for U.S. federal income tax purposes or for
applicable tax purposes. Linn Energy indicated in the Form K-1 for the year ended December 31,
2006, that its Unitholders may be subject to state income taxes in the following jurisdictions:
California, New York, Oklahoma, Pennsylvania, Texas, Virginia and West Virginia.



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     Section 3.10. Investment Company Status. Linn Energy is not an “investment company”
within the meaning of the Investment Company Act of 1940, as amended.



     Section 3.11. Offering. Assuming the accuracy of the representations and warranties
of the Purchasers contained in this Agreement, the sale and issuance of the Purchased Units
pursuant to this Agreement are exempt from the registration requirements of the Securities Act, and
neither Linn Energy nor any authorized Representative acting on its behalf has taken or will take
any action hereafter that would cause the loss of such exemption.



     Section 3.12. Certain Fees. Except for the Placement Agent Fees, no fees or
commissions will be payable by Linn Energy to brokers, finders or investment bankers with respect
to the sale of any of the Purchased Units or the consummation of the transactions contemplated by
this Agreement. The Purchasers shall not be liable for any such fees or commissions. Linn Energy
agrees that it will indemnify and hold harmless each of the Purchasers from and against any and all
claims, demands or liabilities for broker’s, finder’s, placement or other similar fees or
commissions incurred by Linn Energy or alleged to have been incurred by Linn Energy in connection
with the sale of Purchased Units or the consummation of the transactions contemplated by this
Agreement.



     Section 3.13. No Side Agreements. Except for the confidentiality agreements entered
into by and between each of the Purchasers and Linn Energy, there are no other agreements by, among
or between Linn Energy or its Affiliates, on the one hand, and any of the Purchasers or their
Affiliates, on the other hand, with respect to the transactions contemplated hereby nor promises or
inducements for future transactions between or among any of such parties.



     Section 3.14. Internal Accounting Controls. Except as disclosed in the Linn Energy
SEC Documents, Linn Energy and its Subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with GAAP and to maintain asset
accountability, (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 the
existing assets at reasonable intervals and appropriate action is taken with respect to any
differences.



     Section 3.15. Preemptive Rights or Registration Rights. Except (i) as set forth in
the Limited Liability Company Agreement, (ii) as set forth in the other organizational documents of
Linn Energy and its Subsidiaries, (iii) as provided in the Basic Documents or (iv) for existing
awards under Linn Energy’s Long-Term Incentive Plan and Memorandum of Understanding Regarding
Compensation Arrangements, there are no preemptive rights or other rights to subscribe for or to
purchase, nor any restriction upon the voting or transfer of, any capital stock or limited
liability company or membership interests of Linn Energy or any of its Subsidiaries, in each case
pursuant to any other agreement or instrument to which any of such Persons is a party or by which
any one of them may be bound. Neither the execution of this Agreement nor the issuance of the
Purchased Units as contemplated by this Agreement gives rise to any rights for or relating to the
registration of any securities of Linn Energy, other than pursuant to the Registration Rights
Agreement.



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     Section 3.16. Insurance. Linn Energy and its Subsidiaries are insured against such
losses and risks and in such amounts as Linn Energy believes in its sole discretion to be prudent
for its businesses. Linn Energy does not have any reason to believe that it or any Subsidiary will
not be able to renew its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its business.



     Section 3.17. Acknowledgment Regarding Purchase of Purchased Units. Linn Energy
acknowledges and agrees that (i) each of the Purchasers is participating in the transactions
contemplated by this Agreement and the other Basic Documents at Linn Energy’s request and Linn
Energy has concluded that such participation is in Linn Energy’s best interest and is consistent
with Linn Energy’s objectives and (ii) each of the Purchasers is acting solely in the capacity of
an arm’s length purchaser. Linn Energy further acknowledges that no Purchaser is acting or has
acted as an advisor, agent or fiduciary of Linn Energy (or in any similar capacity) with respect to
this Agreement or the other Basic Documents and any advice given by any Purchaser or any of its
respective Representatives in connection with this Agreement or the other Basic Documents is merely
incidental to the Purchasers’ purchase of Purchased Units. Linn Energy further represents to each
Purchaser that Linn Energy’s decision to enter into this Agreement has been based solely on the
independent evaluation of the transactions contemplated hereby by Linn Energy and its
Representatives.



ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER




     Each Purchaser, severally and not jointly, represents and warrants to Linn Energy with respect
to itself, on and as of the date of this Agreement and on and as of the Closing Date, as follows:



     Section 4.01. Valid Existence. Such Purchaser (i) is duly organized, validly existing
and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all
requisite power, and has all material governmental licenses, authorizations, consents and
approvals, necessary to own its Properties and carry on its business as its business is now being
conducted, except where the failure to obtain such licenses, authorizations, consents and approvals
would not have and would not reasonably be expected to have a Purchaser Material Adverse Effect.



     Section 4.02. No Breach. The execution, delivery and performance by such Purchaser of
the Basic Documents to which it is a party and all other agreements and instruments in connection
with the transactions contemplated by the Basic Documents to which it is a party, and compliance by
such Purchaser with the terms and provisions hereof and thereof and the purchase of the Purchased
Units by such Purchaser do not and will not (a) violate any provision of any Law, governmental
permit, determination or award having applicability to such Purchaser or any of its Properties, (b)
conflict with or result in a violation of any provision of the organizational documents of such
Purchaser or (c) require any consent (other than standard internal consents), approval or notice
under or result in a violation or breach of or constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, cancellation or acceleration)
under (i) any note, bond, mortgage, license, or loan or credit agreement to which such Purchaser is
a party or by which such Purchaser or any of its Properties may be bound or



11









 




(ii) any other such agreement, instrument or obligation, except in the case of clauses (a) and
(c) where such violation, default, breach, termination, cancellation, failure to receive consent or
approval, or acceleration with respect to the foregoing provisions of this Section 4.02 would not,
individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse
Effect.




     Section 4.03. Investment. The Purchased Units are being acquired for such Purchaser’s
own account, or the accounts of clients for whom such Purchaser exercises discretionary investment
authority (all of whom such Purchaser represents and warrants are “accredited investors” within the
meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act),
not as a nominee or agent, and with no present intention of distributing the Purchased Units or any
part thereof, and such Purchaser has no present intention of selling or granting any participation
in or otherwise distributing the same in any transaction in violation of the securities Laws of the
United States of America or any state, without prejudice, however, to such Purchaser’s right at all
times to sell or otherwise dispose of all or any part of the Purchased Units under a registration
statement under the Securities Act and applicable state securities Laws or under an exemption from
such registration available thereunder (including, if available, Rule 144 promulgated thereunder).
If such Purchaser should in the future decide to dispose of any of the Purchased Units, such
Purchaser understands and agrees (a) that it may do so only (i) in compliance with the Securities
Act and applicable state securities Law, as then in effect, or pursuant to an exemption therefrom
or (ii) in the manner contemplated by any registration statement pursuant to which such securities
are being offered, and (b) that stop-transfer instructions to that effect will be in effect with
respect to such securities. Notwithstanding the foregoing, each Purchaser may at any time enter
into one or more total return swaps with respect to such Purchaser’s Purchased Units with a third
party provided that such transactions are exempt from registration under the Securities Act.



     Section 4.04. Nature of Purchaser. Such Purchaser represents and warrants to, and
covenants and agrees with, Linn Energy that (a) it is an “accredited investor” within the meaning
of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act and (b) by
reason of its business and financial experience it has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks
of the prospective investment in the Purchased Units, is able to bear the economic risk of such
investment and, at the present time, would be able to afford a complete loss of such investment.



     Section 4.05. Receipt of Information; Authorization. Such Purchaser acknowledges that
it has (a) had access to the Linn Energy SEC Documents and (b) been provided a reasonable
opportunity to ask questions of and receive answers from Representatives of Linn Energy regarding
such matters.



     Section 4.06. Restricted Securities. Such Purchaser understands that the Purchased
Units it is purchasing are characterized as “restricted securities” under the federal securities
Laws inasmuch as they are being acquired from Linn Energy in a transaction not involving a public
offering and that under such Laws and applicable regulations such securities may be resold without
registration under the Securities Act only in certain limited circumstances. In this connection,
Purchaser represents that it is knowledgeable with respect to Rule 144 of the Commission
promulgated under the Securities Act.



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     Section 4.07. Certain Fees. No fees or commissions will be payable by such Purchaser
to brokers, finders or investment bankers with respect to the sale of any of the Purchased Units or
the consummation of the transactions contemplated by this Agreement. Linn Energy will not be
liable for any such fees or commissions. Such Purchaser agrees, severally and not jointly with the
other Purchasers, that it will indemnify and hold harmless Linn Energy from and against any and all
claims, demands or liabilities for broker’s, finder’s, placement or other similar fees or
commissions incurred by such Purchaser or alleged to have been incurred by such Purchaser in
connection with the purchase of Purchased Units or the consummation of the transactions
contemplated by this Agreement.



     Section 4.08. Legend. It is understood that the certificates evidencing the Purchased
Units initially will bear the following legend: “These securities have not been registered under
the Securities Act of 1933, as amended. These securities may not be sold, offered for sale,
pledged or hypothecated in the absence of a registration statement in effect with respect to the
securities under such Act or pursuant to an exemption from registration thereunder and, in the case
of a transaction exempt from registration, unless sold pursuant to Rule 144 under such Act or the
issuer has received documentation reasonably satisfactory to it that such transaction does not
require registration under such Act.”



     Section 4.09. No Side Agreements. Except for the confidentiality agreements entered
into by and between such Purchaser and Linn Energy, there are no other agreements by, among or
between Linn Energy or its Affiliates, on the one hand, and such Purchaser or its Affiliates, on
the other hand, with respect to the transactions contemplated hereby nor promises or inducements
for future transactions between or among any of such parties. Notwithstanding the foregoing, with
respect to Lehman Brothers Inc., the representation made in this Section 4.09 is made only by
Lehman Brothers MLP Partners, L.P., as currently configured, and does not apply to Lehman Brothers
Inc. or any of its Affiliates, other than Lehman Brothers MLP Partners, L.P., as currently
configured.



     Section 4.10. Short Selling. Such Purchaser represents that it has not entered into
any Short Sales of the Units owned by it between the time it first began discussions with Linn
Energy or the Placement Agents about the transactions contemplated by this Agreement and the date
hereof (it being understood that the entering into a total return swap should not be considered a
Short Sale of Units).



ARTICLE V

COVENANTS




     Section 5.01. Subsequent Public Offerings. Without the written consent of the holders
of a majority of the Purchased Units, taken as a whole, from the date of this Agreement until the
Lock-Up Date, Linn Energy shall not, and shall cause its directors, officers and Affiliates not to,
grant, issue or sell any Units or other equity or voting securities of Linn Energy, any securities
convertible into or exchangeable therefor or take any other action that may result in the issuance
of any of the foregoing, other than (i) the issuance of Awards (as defined in Linn Energy’s
Long-Term Incentive Plan) or the issuance of Units upon the exercise of options to purchase Units
granted pursuant to Linn Energy’s existing (a) Long-Term Incentive Plan or (b) Memorandum of
Understanding Regarding Compensation Arrangements for Members of its Board of Directors,



13









 




(ii) the issuance or sale of up to an aggregate of 15 million Units issued or sold in a
registered public offering to finance future acquisitions that are accretive to cash flow per Unit
(or the repayment of indebtedness incurred in connection with such accretive acquisitions) at a
price no less than 110% of the Unit Price, or in a private offering to finance future acquisitions
that are accretive to cash flow per Unit (or the repayment of indebtedness incurred in connection
with such accretive acquisitions) at a price no less than 105% of the Unit Price, and (iii) the
issuance of up to 15 million Units as purchase price consideration in connection with future
acquisitions that are accretive to cash flow per Unit. Notwithstanding the foregoing, Linn Energy
shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or
solicit offers to buy any security (as defined in the Securities Act) that would be integrated with
the sale of the Purchased Units in a manner that would require the registration under the
Securities Act of the sale of the Purchased Units to the Purchasers.




     Section 5.02. Purchaser Lock-Up. Without the prior written consent of Linn Energy,
each Purchaser agrees that from and after the Closing it will not sell any of its Purchased Units
prior to the Lock-Up Date; provided, however, that each Purchaser may: (i) enter into one or more
total return swaps or similar transactions at any time with respect to the Purchased Units
purchased by such Purchaser; or (ii) transfer its Purchased Units to an Affiliate of such Purchaser
or to any other Purchaser or an Affiliate of such other Purchaser provided that such Affiliate
agrees to the restrictions in this Section 5.02.



     Section 5.03. Taking of Necessary Action. Each of the Parties hereto shall use its
commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do
or cause to be done all things necessary, proper or advisable under applicable Law and regulations
to consummate and make effective the transactions contemplated by this Agreement. Without limiting
the foregoing, Linn Energy and each Purchaser will, and Linn Energy shall cause each of its
Subsidiaries to, use its commercially reasonable efforts to make all filings and obtain all
consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the
Purchasers or Linn Energy, as the case may be, advisable for the consummation of the transactions
contemplated by this Agreement and the other Basic Documents.



     Section 5.04. Non-Disclosure; Interim Public Filings. Linn Energy shall, on or before
8:30 a.m., New York time, on the first Business Day following execution of this Agreement, issue a
press release acceptable to the Purchasers disclosing all material terms of the transactions
contemplated hereby, but excluding the material terms of the Basic Documents. Before 8:30 a.m.,
New York Time, on the first Business Day following the Closing Date, Linn Energy shall file a
Current Report on Form 8-K with the Commission (the “8-K Filing”) describing the terms of
the transactions contemplated by this Agreement and the other Basic Documents and including as
exhibits to such Current Report on Form 8-K this Agreement and the other Basic Documents, in the
form required by the Exchange Act. Thereafter, Linn Energy shall timely file any filings and
notices required by the Commission or applicable Law with respect to the transactions contemplated
hereby and provide copies thereof to the Purchasers promptly after filing. Except with respect to
the 8-K Filing and the press release referenced above (a copy of which will be provided to the
Purchasers for their review as early as practicable prior to its filing), Linn Energy shall, at
least two Business Days prior to the filing or dissemination of any disclosure required by this
Section 5.04, provide a copy thereof to the Purchasers for their review. Linn Energy and the
Purchasers shall consult with each other in issuing any press



14









 







releases or otherwise making public statements or filings and other communications with the
Commission or any regulatory agency or The Nasdaq Global Market (or other exchange on which
securities of Linn Energy are listed or traded) with respect to the transactions contemplated
hereby, and neither Party shall issue any such press release or otherwise make any such public
statement, filing or other communication without the prior consent of the other, except if such
disclosure is required by Law, in which case the disclosing Party shall promptly provide the other
Party with prior notice of such public statement, filing or other communication. Notwithstanding
the foregoing, Linn Energy shall not publicly disclose the name of any Purchaser, or include the
name of any Purchaser in any press release, without the prior written consent of such Purchaser
except to the extent the names of the Purchasers are included in this Agreement as filed as an
exhibit to the 8-K Filing and the press release referred to in the first sentence above. Linn
Energy shall not, and shall cause each of its respective Representatives not to, provide any
Purchaser with any material non-public information regarding Linn Energy from and after the
issuance of the above-referenced press release without the express written consent of such
Purchaser.



     Section 5.05. Use of Proceeds. Linn Energy shall use the collective proceeds from the
sale of the Purchased Units to reduce indebtedness outstanding under Linn Energy’s revolving credit
facility.



     Section 5.06. Tax Information. Linn Energy shall cooperate with the Purchasers and
provide the Purchasers with any reasonably requested tax information related to their ownership of
the Purchased Units.



     Section 5.07. Capital Account Adjustment. To the extent that the Purchase Price is
less than the trading price of the Units on The Nasdaq Global Market as of the Closing Date, Linn
Energy intends to specially allocate items of book and taxable income to the Purchasers so that
their capital accounts in their Units are consistent, on a per-unit basis, with the capital
accounts of the other holders of Units (and thus to assure fungibility of all Units). Such special
allocation will occur upon the earlier to occur of any taxable period of Linn Energy ending upon,
or after, (i) a book-up event or book-down event in accordance with Treasury Regulation Section
1.704-1(b)(2)(iv)(f) or a sale of all or substantially all of the assets of Linn Energy occurring
after the date of the issuance of the Purchased Units or (ii) a transfer by a Purchaser of Units to
a Person that is not an Affiliate of the holder. A Purchaser holding a Unit shall be required to
provide notice to Linn Energy of the transfer of a Unit to a Person that is not an Affiliate of the
Purchaser no later than the last Business Day of the calendar year during which such transfer
occurred, unless by virtue of the application of clause (i) above, Linn Energy has determined that
the Units transferred are consistent, on a per-unit basis, with the capital accounts of the other
holders of Units.



     Section 5.08. Short Selling Acknowledgement and Agreement. Each Purchaser understands
and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently
takes the position that coverage of short sales of securities “against the box” prior to the
effective date of a registration statement is a violation of Section 5 of the Securities Act. Each
Purchaser agrees, severally and not jointly, that it will not engage in any Short Sales that result
in the disposition of the Units acquired hereunder by the Purchaser until such time as the
Registration Statement (as defined in the Registration Rights Agreement) is



15









 







declared effective (it being understood that the entering into of a total return swap should
not be considered a Short Sale of Units). No Purchaser makes any representation, warranty or
covenant hereby that it will not engage in Short Sales in the securities of Linn Energy otherwise
owned by such Purchaser or borrowed from a broker after the date the press release contemplated by
this Agreement is issued by Linn Energy.



ARTICLE VI

CLOSING CONDITIONS




     Section 6.01. Conditions to the Closing.



          (a) Mutual Conditions. The respective obligation of each Party to consummate the
purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or
prior to the Closing Date of each of the following conditions (any or all of which may be waived by
a particular Party on behalf of itself in writing, in whole or in part, to the extent permitted by
applicable Law):





     (i) no Law shall have been enacted or promulgated, and no action shall have been taken,
by any Governmental Authority of competent jurisdiction which temporarily, preliminarily or
permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the
transactions contemplated by this Agreement or makes the transactions contemplated by this
Agreement illegal; and




     (ii) there shall not be pending any Action by any Governmental Authority seeking to
restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement.



          (b) Each Purchaser’s Conditions. The respective obligation of each Purchaser to
consummate the purchase of its Purchased Units shall be subject to the satisfaction on or prior to
the Closing Date of each of the following conditions (any or all of which may be waived by a
particular Purchaser on behalf of itself in writing, in whole or in part, to the extent permitted
by applicable Law):





     (i) Linn Energy shall have performed and complied with the covenants and agreements
contained in this Agreement in all material respects that are required to be performed and
complied with by Linn Energy on or prior to the Closing Date;




     (ii) the representations and warranties of Linn Energy contained in this Agreement that
are qualified by materiality or Linn Energy Material Adverse Effect shall be true and
correct when made and as of the Closing Date and all other representations and warranties
shall be true and correct in all material respects when made and as of the Closing Date, in
each case as though made at and as of the Closing Date (except that representations made as
of a specific date shall be required to be true and correct as of such date only);




     (iii) since the date of this Agreement, no Linn Energy Material Adverse Effect shall
have occurred and be continuing;



16









 






     (iv) Linn Energy shall have submitted to The Nasdaq Global Market a Notification Form:
Listing of Additional Units with respect to the Purchased Units and no notice of delisting
from The Nasdaq Global Market shall have been received by Linn with respect to the Units;
and




     (v) Linn Energy shall have delivered, or caused to be delivered, to the Purchasers at
the Closing, Linn’s closing deliveries described in Section 7.01 of this Agreement.



          (c) Linn Energy’s Conditions. The obligation of Linn Energy to consummate the sale of
the Purchased Units to each of the Purchasers shall be subject to the satisfaction on or prior to
the Closing Date of the following conditions with respect to each Purchaser individually and not
the Purchasers jointly (which may be waived by Linn Energy in writing, in whole or in part, to the
extent permitted by applicable Law):





     (i) each Purchaser shall have performed and complied with the covenants and agreements
contained in this Agreement in all material respects that are required to be performed and
complied with by that Purchaser on or prior to the Closing Date;




     (ii) the representations and warranties of each Purchaser contained in this Agreement
that are qualified by materiality or Purchaser Material Adverse Effect shall be true and
correct when made and as of the Closing Date and all other representations and warranties
shall be true and correct in all material respects when made and as of the Closing Date, in
each case as though made at and as of the Closing Date (except that representations made as
of a specific date shall be required to be true and correct as of such date only);




     (iii) since the date of this Agreement, no Purchaser Material Adverse Effect shall have
occurred and be continuing; and




     (iv) each Purchaser shall have delivered, or caused to be delivered, to Linn at the
Closing, such Purchaser’s closing deliveries described in Section 7.02 of this Agreement.



ARTICLE VII

CLOSING DELIVERIES




     Section 7.01. Linn Energy Deliveries. At the Closing, subject to the terms and
conditions of this Agreement, Linn Energy shall have delivered, or caused to be delivered, to each
Purchaser:



          (a) the Purchased Units by delivering certificates (bearing the legend set forth in Section
4.08) evidencing such Purchased Units at the Closing, all free and clear of any Liens, encumbrances
or interests of any other party; provided, however, that such certificates may be delivered within
seven Business Days of the Closing Date;




17









 








          (b) opinions addressed to the Purchasers from outside legal counsel to Linn Energy and from
the General Counsel of Linn Energy, each dated the Closing Date, substantially similar in substance
to the form of opinions attached to this Agreement as Exhibit A;




          (c) the Registration Rights Agreement in substantially the form attached to this Agreement as
Exhibit B, which shall have been duly executed by Linn Energy;




          (d) a certificate of the Secretary of Linn Energy dated as of the Closing Date substantially
in the form attached to this Agreement as Exhibit C;




          (e) a certificate dated as of a recent date of the Secretary of State of the State of Delaware
with respect to the due organization and good standing in the State of Delaware of Linn Energy;




          (f) the Officer’s Certificate substantially in the form attached to this Agreement as
Exhibit D; and




          (g) a receipt, dated the Closing Date, executed by Linn Energy and delivered to each Purchaser
certifying that Linn Energy has received the Purchase Price with respect to the Purchased Units.




     Section 7.02. Purchaser Deliveries. At the Closing, subject to the terms and
conditions of this Agreement, each Purchaser shall have delivered, or caused to be delivered, to
Linn Energy:



          (a) payment to Linn Energy of such Purchaser’s Commitment Amount by wire transfer(s) of
immediately available funds to Comerica Bank, Dallas, Texas, ABA Routing Number: 111 000 753, Linn
Energy Account Number: 100431881049249;




          (b) a receipt, dated the Closing Date, executed and delivered (within five Business Days after
the receipt hereinafter referenced) by each Purchaser to Linn Energy certifying that such Purchaser
has received the Purchased Units set forth opposite such Purchaser’s name on Schedule 2.01; and




          (c) the Registration Rights Agreement in substantially the form attached to this Agreement as
Exhibit B, which shall have been duly executed by such Purchaser.




ARTICLE VIII

INDEMNIFICATION, COSTS AND EXPENSES




     Section 8.01. Indemnification by Linn Energy. Linn Energy agrees to indemnify each
Purchaser and its Representatives (collectively, “Purchaser Related Parties”) from, and
hold each of them harmless against, any and all actions, suits, proceedings (including any
investigations, litigation or inquiries), demands and causes of action, and, in connection
therewith, and promptly upon demand, pay and reimburse each of them for all costs, losses,
liabilities, damages or expenses of any kind or nature whatsoever, including the reasonable fees
and disbursements of counsel and all other reasonable expenses incurred in connection with
investigating, defending or preparing to defend any such matter that may be incurred by them or
asserted against or involve



18









 




any of them as a result of, arising out of or in any way related to (i) any actual or proposed
use by Linn Energy of the proceeds of any sale of the Purchased Units or (ii) the breach of any of
the representations, warranties or covenants of Linn Energy contained herein; provided that such
claim for indemnification relating to a breach of a representation or warranty is made prior to the
expiration of such representation or warranty.




     Section 8.02. Indemnification by Purchasers. Each Purchaser agrees, severally and not
jointly, to indemnify Linn Energy and its Representatives (collectively, “Linn Energy Related
Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings
(including any investigations, litigation or inquiries), demands and causes of action, and, in
connection therewith, and promptly upon demand, pay and reimburse each of them for all costs,
losses, liabilities, damages or expenses of any kind or nature whatsoever, including the reasonable
fees and disbursements of counsel and all other reasonable expenses incurred in connection with
investigating, defending or preparing to defend any such matter that may be incurred by them or
asserted against or involve any of them as a result of, arising out of or in any way related to the
breach of any of the covenants of such Purchaser contained herein.



     Section 8.03. Indemnification Procedure. Promptly after any Linn Energy Related Party
or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of
any indemnifiable claim hereunder, or the commencement of any action or proceeding by a third
party, which the Indemnified Party believes in good faith is an indemnifiable claim under this
Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying
Party”) written notice of such claim or the commencement of such action or proceeding, but
failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any
liability it may have to such Indemnified Party hereunder except to the extent that the
Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature
and the basis of such claim to the extent then known. The Indemnifying Party shall have the right
to defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable
to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same
diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall
promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall
cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in
the defense thereof and the settlement thereof. Such cooperation shall include furnishing the
Indemnifying Party with any books, records and other information reasonably requested by the
Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the
Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has
notified the Indemnified Party of its intention to undertake to defend or settle any such asserted
liability, and for so long as the Indemnifying Party diligently pursues such defense, the
Indemnifying Party shall not be liable for any additional legal expenses incurred by the
Indemnified Party in connection with any defense or settlement of such asserted liability;
provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate
in the defense of such asserted liability and the negotiations of the settlement thereof and (ii)
if (A) the Indemnifying Party has failed to assume the defense or employ counsel reasonably
acceptable to the Indemnified Party or (B) if the defendants in any such action include both the
Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have
concluded that there may be reasonable defenses available to the Indemnified Party that are
different from or in addition to those available to the Indemnifying Party or if the



19









 







interests of the Indemnified Party reasonably may be deemed to conflict with the interests of
the Indemnifying Party, then the Indemnified Party shall have the right to select a separate
counsel and to assume such legal defense and otherwise to participate in the defense of such
action, with the expenses and fees of such separate counsel and other expenses related to such
participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other
provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without
the consent of the Indemnified Party, unless the settlement thereof imposes no liability or
obligation on, involves no admission of wrongdoing or malfeasance by, and includes a complete
release from liability of, the Indemnified Party.



ARTICLE IX

MISCELLANEOUS




     Section 9.01. Interpretation. Article, Section, Schedule and Exhibit references are
to this Agreement, unless otherwise specified. All references to instruments, documents, contracts
and agreements are references to such instruments, documents, contracts and agreements as the same
may be amended, supplemented and otherwise modified from time to time, unless otherwise specified.
The word “including” shall mean “including but not limited to”. Whenever Linn Energy has an
obligation under the Basic Documents, the expense of complying with such obligation shall be an
expense of Linn Energy unless otherwise specified. Whenever any determination, consent or approval
is to be made or given by a Purchaser under this Agreement, such action shall be in such
Purchaser’s sole discretion unless otherwise specified. If any provision in the Basic Documents is
held to be illegal, invalid, not binding or unenforceable, such provision shall be fully severable
and the Basic Documents shall be construed and enforced as if such illegal, invalid, not binding or
unenforceable provision had never comprised a part of the Basic Documents, and the remaining
provisions shall remain in full force and effect. The Basic Documents have been reviewed and
negotiated by sophisticated parties with access to legal counsel and shall not be construed against
the drafter.



     Section 9.02. Survival of Provisions. The representations and warranties set forth in
this Agreement shall survive the execution and delivery of this Agreement indefinitely. The
covenants made in this Agreement or any other Basic Document shall survive the closing of the
transactions described herein and remain operative and in full force and effect regardless of
acceptance of any of the Purchased Units and payment therefor and repayment, conversion, exercise
or repurchase thereof. All indemnification obligations of Linn Energy and the Purchasers pursuant
to Section 3.12, Section 4.07 and Article VIII of this Agreement shall remain operative and in full
force and effect unless such obligations are expressly terminated in a writing by the Parties
referencing the particular Article or Section, regardless of any purported general termination of
this Agreement.



     Section 9.03. No Waiver; Modifications in Writing.



          (a) Delay. No failure or delay on the part of any Party in exercising any right,
power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further exercise thereof or the
exercise of any right, power or remedy. The remedies provided for herein are cumulative and are
not exclusive of any remedies that may be available to a Party at law or in equity or otherwise.




20









 








          (b) Specific Waiver. Except as otherwise provided in this Agreement or the
Registration Rights Agreement, no amendment, waiver, consent, modification or termination of any
provision of this Agreement or any other Basic Document shall be effective unless signed by each of
the Parties or each of the original signatories thereto affected by such amendment, waiver,
consent, modification or termination. Any amendment, supplement or modification of or to any
provision of this Agreement or any other Basic Document, any waiver of any provision of this
Agreement or any other Basic Document and any consent to any departure by Linn Energy from the
terms of any provision of this Agreement or any other Basic Document shall be effective only in the
specific instance and for the specific purpose for which made or given. Except where notice is
specifically required by this Agreement, no notice to or demand on any Party in any case shall
entitle any Party to any other or further notice or demand in similar or other circumstances.




     Section 9.04. Binding Effect; Assignment.



          (a) Binding Effect. This Agreement shall be binding upon Linn Energy, each Purchaser,
and their respective successors and permitted assigns. Except as expressly provided in this
Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any
Person other than the Parties to this Agreement and as provided in Article VIII, and their
respective successors and permitted assigns.




          (b) Assignment of Purchased Units. All or any portion of a Purchaser’s Purchased
Units purchased pursuant to this Agreement may be sold, assigned or pledged by such Purchaser,
subject to compliance with applicable securities Laws, Section 5.02 of this Agreement, and the
Registration Rights Agreement.




          (c) Assignment of Rights. Each Purchaser may assign all or any portion of its rights
and obligations under this Agreement without the consent of Linn Energy (i) to any Affiliate of
such Purchaser or (ii) in connection with a total return swap or similar transaction with respect
to the Purchased Units purchased by such Purchaser, and in each case the assignee shall be deemed
to be a Purchaser hereunder with respect to such assigned rights or obligations and shall agree to
be bound by the provisions of this Agreement. Except as expressly permitted by this Section
9.04(c), such rights and obligations may not otherwise be transferred except with the prior written
consent of Linn Energy (which consent shall not be unreasonably withheld), in which case the
assignee shall be deemed to be a Purchaser hereunder with respect to such assigned rights or
obligations and shall agree to be bound by the provisions of this Agreement.




     Section 9.05. Aggregation of Purchased Units. All Purchased Units held or acquired by
Persons who are Affiliates of one another shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.



     Section 9.06. Confidentiality and Non-Disclosure. Notwithstanding anything herein to
the contrary, each Purchaser that has executed a confidentiality agreement in favor of Linn Energy
shall continue to be bound by such confidentiality agreement in accordance with the terms thereof
until Linn Energy discloses on Form 8-K with the Commission the transactions contemplated hereby.



21









 





     Section 9.07. Communications. All notices and demands provided for hereunder shall be
in writing and shall be given by regular mail, registered or certified mail, return receipt
requested, facsimile, air courier guaranteeing overnight delivery, electronic mail or personal
delivery to the following addresses:



	 	 	 	 	 
	 

	 	(a)
	 	If to Lehman Brothers MLP Partners, L.P.:
	 
	 	 	 	 
	 

	 	 	 	Lehman Brothers MLP Partners, L.P.
	 

	 	 	 	399 Park Avenue, 9th Floor
	 

	 	 	 	New York, New York 10111
	 

	 	 	 	Attention: Kyri Loupis
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	Pillsbury Winthrop Shaw Pittman LLP
	 

	 	 	 	1540 Broadway
	 

	 	 	 	New York, New York 10036-4039
	 

	 	 	 	Attention: Jeffery Delaney, Esq.
	 

	 	 	 	Phone: (212) 858-1000
	 

	 	 	 	Facsimile: (212) 858-1500
	 

	 	 	 	Email: jeffery.delaney@pillsburylaw.com
	 
	 	 	 	 
	 

	 	(b)
	 	If to Fir Tree Value Master Fund, LP
	 

	 	 	 	or Fir Tree Recovery Master Fund LP:
	 
	 	 	 	 
	 

	 	 	 	Fir Tree, Inc.
	 

	 	 	 	505 Fifth Ave., 23rd Floor
	 

	 	 	 	New York, New York 10017
	 

	 	 	 	Attention: Brian Meyer
	 

	 	 	 	Facsimile: (212) 599-1330
	 
	 	 	 	 
	 

	 	(c)
	 	If to Credit Suisse Management LLC:
	 
	 	 	 	 
	 

	 	 	 	Credit Suisse Management LLC
	 

	 	 	 	1 Madison Avenue
	 

	 	 	 	New York, New York 10010
	 

	 	 	 	Attention: Jerrold Gordon
	 

	 	 	 	Phone: (212) 538-6320
	 

	 	 	 	Facsimile: (212) 538-4095
	 

	 	 	 	Email: jerrold.gordon@credit-suisse.com
	 
	 	 	 	 
	 

	 	(d)
	 	If to Citigroup Financial Products Inc.:
	 
	 	 	 	 
	 

	 	 	 	Citigroup Global Markets
	 

	 	 	 	390 Greenwich St., 3rd Floor
	 

	 	 	 	New York, New York 10013
	 

	 	 	 	Attention: Brendan O’Dea






22









 






	 	 	 	 	 
	 

	 	(e)
	 	If to Gracie Capital, LP, Gracie Capital, LP II,
	 

	 	 	 	Gracie Capital Intl, Ltd or Gracie Capital Intl, Ltd II:
	 
	 	 	 	 
	 

	 	 	 	Gracie Capital, LP
	 

	 	 	 	Gracie Capital, LP II
	 

	 	 	 	Gracie Capital Intl, Ltd
	 

	 	 	 	Gracie Capital Intl, Ltd II
	 

	 	 	 	590 Madison Ave, 28th Floor
	 

	 	 	 	New York, New York 1022
	 

	 	 	 	Attention: Sam Konz
	 

	 	 	 	Phone: (212) 527-8204
	 

	 	 	 	Facsimile: (212) 308-7180
	 

	 	 	 	Email: konz@graciecap.com
	 
	 	 	 	 
	 

	 	(f)
	 	If to Guggenheim Portfolio Company XLII, LLC:
	 
	 	 	 	 
	 

	 	 	 	135 East 57th St., 11th Floor
	 

	 	 	 	New York, New York 10022
	 

	 	 	 	Attention: John Gebbia
	 
	 	 	 	 
	 

	 	(g)
	 	If to Wayland Distressed Opportunities Fund I-B, LLC, Wayland
	 

	 	 	 	Distressed Opportunities Fund I-C, LLC or Wayzata Opportunities Fund, LLC:
	 
	 	 	 	 
	 

	 	 	 	Wayzata Investment Partners LLC
	 

	 	 	 	701 East Lake St., Suite 300
	 

	 	 	 	Wayzata, Minnesota 55391
	 

	 	 	 	Attention: Susan D. Peterson
	 

	 	 	 	Phone: (952) 345-0716
	 

	 	 	 	Facsimile: (952) 345-8901
	 

	 	 	 	Email: speterson@wayzpartners.com
	 
	 	 	 	 
	 

	 	(h)
	 	If to Structured Finance Americas LLC:
	 
	 	 	 	 
	 

	 	 	 	Structured Finance Americas, LLC
	 

	 	 	 	c/o Deutsche Bank Securities Inc.
	 

	 	 	 	60 Wall Street, 4th Floor
	 

	 	 	 	New York, New York 10005
	 

	 	 	 	Attention: Angela Lescailli, 14th Floor
	 

	 	 	 	Phone: (212) 250-6340
	 

	 	 	 	Facsimile: (212) 797-9358
	 

	 	 	 	Email: equitynotice@list.db.com






23









 






	 	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	Structured Finance Americas, LLC
	 

	 	 	 	c/o Deutsche Bank Securities Inc.
	 

	 	 	 	60 Wall Street, 13th Floor
	 

	 	 	 	New York, New York 10005
	 

	 	 	 	Attention: Sunil Hariani, 4th Floor
	 

	 	 	 	Facsimile: (732) 578-3927
	 
	 	 	 	 
	 

	 	(i)
	 	Baron Investment Funds on behalf of the Baron Small Cap Fund Series:
	 
	 	 	 	 
	 

	 	 	 	BAMCO, Inc.
	 

	 	 	 	767 Fifth Avenue
	 

	 	 	 	49th Floor
	 

	 	 	 	New York, New York 10153
	 

	 	 	 	Attention: Linda S. Martinson
	 
	 	 	 	 
	 

	 	(j)
	 	If to UBS AG London Branch:
	 
	 	 	 	 
	 

	 	 	 	UBS AG London Branch
	 

	 	 	 	1285 Avenue of the Americas
	 

	 	 	 	New York, New York 10019
	 

	 	 	 	Attention: Chris Coward
	 
	 	 	 	 
	 

	 	(k)
	 	If to Peter C. Georgiopoulos:
	 
	 	 	 	 
	 

	 	 	 	Peter C. Georgiopoulos
	 

	 	 	 	299 Park Avenue
	 

	 	 	 	New York, New York 10171
	 

	 	 	 	Phone: (212) 763-5620
	 
	 	 	 	 
	 

	 	(l)
	 	If to Harvest Infrastructure Partners Fund LLC
	 
	 	 	 	 
	 

	 	 	 	Harvest Infrastructure Partners Fund LLC
	 

	 	 	 	c/o Harvest Fund Advisors LLC
	 

	 	 	 	485 Devon Park Drive
	 

	 	 	 	Suite 110
	 

	 	 	 	Wayne, Pennsylvania 19087
	 

	 	 	 	Attention: Anthony Merhige
	 

	 	 	 	Telephone: (610) 341-9700
	 

	 	 	 	Facsimile: (610) 995-9775
	 

	 	 	 	Email: amerhige@harvestmlp.com






24









 






	 	 	 	 	 
	 

	 	(m)
	 	If to Howard L. Terry:
	 
	 	 	 	 
	 

	 	 	 	The Terry Foundation
	 

	 	 	 	3104 Edloe, Suite 205
	 

	 	 	 	Houston, Texas 77027
	 

	 	 	 	Attention: Edward T. Cotham, Jr., Attorney & Authorized Agent
	 

	 	 	 	Telephone: (713) 552-0002, ext. 215
	 

	 	 	 	Facsimile: (713) 622-6352
	 
	 	 	 	 
	 

	 	(n)
	 	If to Strome MLP Fund, LP:
	 
	 	 	 	 
	 

	 	 	 	Strome MLP Fund, LP
	 

	 	 	 	c/o Strome Group
	 

	 	 	 	100 Wilshire Boulevard, Suite 1750
	 

	 	 	 	Santa Monica, California 90401
	 

	 	 	 	Attention: Casey Borman
	 
	 	 	 	 
	 

	 	(o)
	 	If to Gerald Smith:
	 
	 	 	 	 
	 

	 	 	 	Nancy A. Cooke
	 

	 	 	 	P.O. Box 131405
	 

	 	 	 	Houston, Texas 77219
	 

	 	 	 	Telephone: (713) 621-9444
	 

	 	 	 	Email: NancyACooke@aol.com
	 
	 	 	 	 
	 

	 	(p)
	 	If to Linn Energy:
	 
	 	 	 	 
	 

	 	 	 	Linn Energy, LLC
	 

	 	 	 	600 Travis, Suite 6910
	 

	 	 	 	Houston, Texas 77002
	 

	 	 	 	Attention: Kolja Rockov
	 

	 	 	 	Facsimile: (281) 605-4189
	 
	 	 	 	 
	 

	 	 	 	Linn Energy, LLC
	 

	 	 	 	600 Travis, Suite 6910
	 

	 	 	 	Houston, Texas 77002
	 

	 	 	 	Attention: Charlene A. Ripley
	 

	 	 	 	Facsimile: (281) 605-4180
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	Vinson & Elkins L.L.P.
	 

	 	 	 	First City Tower
	 

	 	 	 	1001 Fannin Street, Suite 2500
	 

	 	 	 	Houston, Texas 77002
	 

	 	 	 	Attention: Jeffery K. Malonson, Esq.
	 

	 	 	 	Facsimile: (713) 615-5627







25









 




or to such other address as Linn Energy or such Purchaser may designate in writing. All
notices and communications shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; upon actual receipt if sent by registered or certified mail, return
receipt requested, or regular mail, if mailed; when receipt acknowledged, if sent via facsimile;
and upon actual receipt when delivered to an air courier guaranteeing overnight delivery or via
electronic mail.




     Section 9.08. Removal of Legend. Linn Energy shall remove the legend described in
Section 4.08 from the certificates evidencing the Purchased Units at the request of a Purchaser
submitting to Linn Energy such certificates, together with such other documentation as may be
reasonably requested by Linn Energy or required by its transfer agent, unless Linn Energy, with the
advice of counsel, reasonably determines that such removal is inappropriate; provided that no
opinion of counsel shall be required in the event a Purchaser is effecting a sale of such Purchased
Units pursuant to Rule 144 under the Securities Act or an effective registration statement. Linn
Energy shall cooperate with such Purchaser to effect removal of such legend. Subject to 4.6(c) and
Section 5.10(f) of the Limited Liability Company Agreement, the legend described in Section 4.08
shall be removed and Linn Energy shall issue a certificate without such legend to the holder of
Purchased Units upon which it is stamped, if, unless otherwise required by state securities Laws,
(i) such Purchased Units are sold pursuant to an effective Registration Statement, (ii) in
connection with a sale, assignment or other transfer, such holder provides Linn Energy with an
opinion of a law firm reasonably acceptable to Linn Energy (with any law firm set forth under
Section 9.07 being deemed acceptable), in a generally acceptable form, to the effect that such
sale, assignment or transfer of such Purchased Units may be made without registration under the
applicable requirements of the Securities Act, or (iii) such holder provides Linn Energy with
reasonable assurance that such Purchased Units can be sold, assigned or transferred pursuant to
Rule 144 or Rule 144A under the Securities Act. If Linn Energy shall fail for any reason or for no
reason to issue to the holder of such Purchased Units within three trading days after the
occurrence of any of clause (i), clause (ii) or clause (iii) above a certificate without such
legend to the holder or if Linn Energy fails to deliver unlegended Purchased Units within three
trading days of the Purchaser’s election to receive such unlegended Purchased Units pursuant to
clause (y) below, and if on or after such trading day the holder purchases (in an open market
transaction or otherwise) Units to deliver in satisfaction of a sale by the holder of such
Purchased Units that the holder anticipated receiving without legend from Linn Energy (a
“Buy-In”), then Linn Energy shall, within three Business Days after the holder’s request
and in the holder’s discretion, either (x) pay cash to the holder in an amount equal to the
holder’s total purchase price (including brokerage commissions, if any) for the Units so purchased
(the “Buy-In Price”), at which point Linn Energy’s obligation to deliver such unlegended
Purchased Units shall terminate, or (y) promptly honor its obligation to deliver to the holder such
unlegended Purchased Units as provided above and pay cash to the holder in an amount equal to the
excess (if any) of the Buy-In Price over the product of (A) such number of Units times (B) the
closing bid price on the date of exercise.



     Section 9.09. Entire Agreement. This Agreement and the other Basic Documents are
intended by the Parties as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the Parties hereto and thereto in
respect of the subject matter contained herein and therein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein or therein
with respect



26









 







to the rights granted by Linn Energy or a Purchaser set forth herein or therein. This
Agreement and the other Basic Documents supersede all prior agreements and understandings between
the Parties with respect to such subject matter.



     Section 9.10. Governing Law. This Agreement will be construed in accordance with and
governed by the Laws of the State of Delaware without regard to principles of conflicts of Laws.



     Section 9.11. Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different Parties hereto in separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same Agreement.



     Section 9.12. Termination.



          (a) Notwithstanding anything herein to the contrary, this Agreement may be terminated on or
any time prior to the Closing:





     (i) by the mutual written consent of the Purchasers entitled to purchase a majority of
the Purchased Units based on their Commitment Amounts and Linn Energy; or




     (ii) by the written consent of the Purchasers entitled to purchase a majority of the
Purchased Units based on their Commitment Amounts or by Linn Energy, (i) if any
representation or warranty of the other Party set forth in this Agreement shall be untrue in
any material respect when made, or (ii) upon a breach in any material respect of any
covenant or agreement set forth in this Agreement on the part of the other Party (either (i)
or (ii) above being a “Terminating Breach”); provided, that each Terminating Breach
would cause the conditions to the non-terminating Party’s obligations not to be satisfied
and such Terminating Breach is not cured within 20 days after written notice from the
non-breaching Party.



          (b) Notwithstanding anything herein to the contrary, this Agreement shall automatically
terminate on or any time prior to the Closing:





     (i) if the Closing shall not have occurred on or before June 1, 2007; or




     (ii) if a Law shall have been enacted or promulgated, or if any Action shall have been
taken by any Governmental Authority of competent jurisdiction which permanently restrains,
precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated
by this Agreement or makes the transactions contemplated by this Agreement illegal.



          (c) In the event of the termination of this Agreement as provided in Section 9.12(a) or
Section 9.12(b), this Agreement shall forthwith become null and void. In the event of such
termination, there shall be no liability on the part of any Party hereto, except as set
forth in Article IX of this Agreement and except with respect to the requirement to comply with




27









 




any confidentiality agreement in favor of Linn Energy; provided that nothing herein shall
relieve any Party from any liability or obligation with respect to any willful breach of this
Agreement.




     Section 9.13. Expenses. Linn Energy hereby covenants and agrees to reimburse
Pillsbury Winthrop Shaw Pittman LLP for reasonable and documented costs and expenses (including
legal fees) incurred in connection with the negotiation, execution, delivery and performance of the
Basic Documents and the transactions contemplated hereby and thereby, provided that such costs and
expenses do not exceed $75,000 and that any request for such expense reimbursement be accompanied
by a detailed invoice for such amount. If any action at law or equity is necessary to enforce or
interpret the terms of the Basic Documents, the prevailing Party shall be entitled to reasonable
attorney’s fees, costs and necessary disbursements in addition to any other relief to which such
Party may be entitled.



     Section 9.14. Recapitalization, Exchanges, Etc. Affecting the Purchased Units. The
provisions of this Agreement shall apply to the full extent set forth herein with respect to any
and all units of Linn Energy or any successor or assign of Linn Energy (whether by merger,
consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or
in substitution of, the Purchased Units, and shall be appropriately adjusted for combinations, unit
splits, recapitalizations and the like occurring after the date of this Agreement.



     Section 9.15. Obligations Limited to Parties to Agreement. Each of the Parties hereto
covenants, agrees and acknowledges that no Person other than the Purchasers (and their permitted
assignees) and Linn Energy shall have any obligation hereunder and that, notwithstanding that one
or more of the Purchasers may be a corporation, partnership or limited liability company, no
recourse under this Agreement or the other Basic Documents or under any documents or instruments
delivered in connection herewith or therewith shall be had against any former, current or future
director, officer, employee, agent, general or limited partner, manager, member, stockholder or
Affiliate of any of the Purchasers or Linn Energy or any former, current or future director,
officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of
any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable
proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no
personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any
former, current or future director, officer, employee, agent, general or limited partner, manager,
member, stockholder or Affiliate of any of the Purchasers or Linn Energy or any former, current or
future director, officer, employee, agent, general or limited partner, manager, member, stockholder
or Affiliate of any of the foregoing, as such, for any obligations of the Purchasers and Linn
Energy under this Agreement or the other Basic Documents or any documents or instruments delivered
in connection herewith or therewith or for any claim based on, in respect of or by reason of such
obligation or its creation.



[The remainder of this page is intentionally left blank.]




28









 





     IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first
above written.



	 	 	 	 	 
	 	LINN ENERGY, LLC

 	 
	 	By:  	/s/ Kolja Rockov
 	 
	 	 	Kolja Rockov 	 
	 	 	Chief Financial Officer 	 
	 



Signature Page to Unit Purchase Agreement





 









 





	 	 	 	 	 
	 	

LEHMAN BROTHERS MLP OPPORTUNITY FUND L.P.

 	 
	 	By:  	/s/ Kyri Loupis
 	 
	 	 	Name:  	Kyri Loupis  	 
	 	 	Title:  	Senior Vice President 	 
	 	 	 	 	 
	 	FIR TREE RECOVERY MASTER FUND LP

 	 
	 	By:  	Fir Tree, Inc., its investment manager
 	 
	 	 	 	 	 
	 	By:  	                                                   /s/ Brian Meyer
 	 
	 	 	Name:  	Brian Meyer 	 
	 	 	Title:  	Authorized Person 	 
	 	 	 	 	 
	 	FIR TREE VALUE MASTER FUND, LP

 	 
	 	By:  	Fir Tree, Inc., its investment manager
 	 
	 	 	 	 	 
	 	By:  	                                                   /s/ Brian Meyer
 	 
	 	 	Name:  	Brian Meyer 	 
	 	 	Title:  	Authorized Person 	 
	 	 	 	 	 
	 	CREDIT SUISSE MANAGEMENT LLC

 	 
	 	By:  	/s/ Shawn Sullivan
 	 
	 	 	Name:  	Shawn Sullivan 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to Unit Purchase Agreement





 









 





	 	 	 	 	 
	 	CITIGROUP FINANCIAL PRODUCTS INC.

 	 
	 	By:  	/s/ Bret Engelkemier
 	 
	 	 	Name:  	Bret Engelkemier 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	GRACIE CAPITAL, LP

 	 
	 	By:  	/s/ Greg Pearson
 	 
	 	 	Name:  	Greg Pearson  	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	GRACIE CAPITAL II, LP

 	 
	 	By:  	/s/ Greg Pearson
 	 
	 	 	Name:  	Greg Pearson  	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	GRACIE CAPITAL INTERNATIONAL, LTD.

 	 
	 	By:  	/s/ Greg Pearson
 	 
	 	 	Name:  	Greg Pearson  	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	GRACIE CAPITAL INTERNATIONAL II, LTD.

 	 
	 	By:  	/s/ Greg Pearson
 	 
	 	 	Name:  	Greg Pearson  	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Signature Page to Unit Purchase Agreement





 









 





	 	 	 	 	 
	 	GRACIE CREDIT OPPORTUNITIES MASTER FUND, LP

 	 
	 	By:  	/s/ Greg Pearson
 	 
	 	 	Name:  	Greg Pearson  	 
	 	 	Title:  	Chief Financial Officer 	 
	 	 	 	 	 
	 	GUGGENHEIM PORTFOLIO COMPANY XLII, LLC

 	 
	 	By:  	/s/ Greg Pearson
 	 
	 	 	Name:  	Greg Pearson  	 
	 	 	Title:  	Chief Financial Officer 	 
	 	 	 	 	 
	 	WAYLAND DISTRESSED OPPORTUNITIES FUND I-B, LLC

 	 
	 	By:  	Wayzata Investment Partners LLC, its Manager
 	 
	 	 	 	 	 
	 	 	 
	 	By:  	                                                   /s/ Blake M. Carlson
 	 
	 	 	Name:  	Blake M. Carlson 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 	 	 
	 	WAYLAND DISTRESSED OPPORTUNITIES FUND I-C, LLC

 	 
	 	By:  	Wayzata Investment Partners LLC, its Manager
 	 
	 	 	 	 	 
	 	 	 
	 	By:  	                                                   /s/ Blake M. Carlson
 	 
	 	 	Name:  	Blake M. Carlson 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page to Unit Purchase Agreement





 









 





	 	 	 	 	 
	 	WAYLAND OPPORTUNITIES FUND, LLC

 	 
	 	By:  	Wayzata Investment Partners LLC, its Manager
 	 
	 	 	 	 	 
	 	 	 
	 	By:  	                                                   /s/ Blake M. Carlson
 	 
	 	 	Name:  	Blake M. Carlson 	 
	 	 	Title:  	Authorized Signatory 	 
	 	 	 	 	 
	 	STRUCTURED FINANCE AMERICAS LLC

 	 
	 	By:  	/s/ Jill H. Rathjen
 	 
	 	 	Name:  	Jill H. Rathjen   	 
	 	 	Title:  	Vice President 	 
	 	 	 	 	 
	 	STRUCTURED FINANCE AMERICAS LLC

 	 
	 	By:  	/s/ Sunil Henam
 	 
	 	 	Name:  	Sunil Henam   	 
	 	 	Title:  	Vice President 	 
	 	 	 	 	 
	 	BARON INVESTMENT FUNDS TRUST on behalf of 
     the BARON SMALL CAP FUND SERIES

 	 
	 	By:  	/s/ Illegible
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Chief Operating Officer and General
Counsel 	 
	 



Signature Page to Unit Purchase Agreement





 









 





	 	 	 	 	 
	 	UBS AG LONDON BRANCH

 	 
	 	By:  	/s/ Chris Coward
 	 
	 	 	Name:  	Chris Coward 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	PETER C. GEORGIOPOULOS

 	 
	 	By:  	/s/ Peter C. Georgiopoulos
 	 
	 	 	Name:  	Peter C. Georgiopoulos 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	HARVEST FUND ADVISORS LLC

    on behalf of

    HARVEST INFRASTRUCTURE 

    PARTNERS FUND LLC

 	 
	 	By:  	/s/ Anthony Merhige
 	 
	 	 	Name:  	Anthony Merhige  	 
	 	 	Title:  	Chief Administrative Officer and
General Counsel 	 
	 



	 	 	 	 	 
	 	HOWARD L. TERRY

 	 
	 	By:  	/s/ Howard L. Terry
 	 
	 	 	Name:  	Howard L. Terry 	 
	 	 	Title:  	 	 
	 



Signature Page to Unit Purchase Agreement





 









 





	 	 	 	 	 
	 	STROME MLP FUND, L.P.

 	 
	 	By:  	/s/ P.W.C. Davies
 	 
	 	 	Name:  	P.W.C. Davies   	 
	 	 	Title:  	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	GERALD H. SMITH

 	 
	 	By:  	/s/ Gerald H. Smith
 	 
	 	 	Name:  	Gerald H. Smith 	 
	 	 	Title:  	 	 
	 



Signature Page to Unit Purchase Agreement