UNITS (THE "UNIT PRICE") SHALL BE $26.00.
THE
AMOUNT PER CLASS C UNIT EACH PURCHASER WILL PAY TO LINN TO PURCHASE THE
PURCHASED CLASS C UNITS (THE "CLASS C UNIT PRICE") SHALL BE $25.06.
SECTION 2.02.
CLOSING.
THE EXECUTION AND DELIVERY OF THE BASIC
DOCUMENTS (OTHER THAN THIS AGREEMENT), THE DELIVERY OF CERTIFICATES REPRESENTING
THE PURCHASED CLASS C UNITS AND THE PURCHASED UNITS, 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 A DATE (THE "CLOSING DATE") CONCURRENT WITH
THE STALLION CLOSING DATE, BUT ON OR PRIOR TO MARCH 31, 2007, PROVIDED THAT LINN
SHALL HAVE GIVEN EACH PURCHASER FIVE (5) BUSINESS DAYS (OR SUCH SHORTER PERIOD
AS SHALL BE AGREEABLE TO THE PARTIES) PRIOR NOTICE OF SUCH DESIGNATED CLOSING
DATE, AT THE OFFICES OF VINSON & ELKINS L.L.P., 1001 FANNIN, 2500 FIRST CITY
TOWER, HOUSTON, TEXAS 77007.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF LINN
Linn 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: (I) IS A LIMITED LIABILITY
COMPANY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
THE STATE OF DELAWARE; (II) HAS
7
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 SEC DOCUMENTS, EXCEPT WHERE THE FAILURE TO OBTAIN SUCH
LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS WOULD NOT REASONABLY BE
EXPECTED TO HAVE A LINN 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 MATERIAL ADVERSE EFFECT.
SECTION 3.02.
CAPITALIZATION AND VALID ISSUANCE OF PURCHASED CLASS C
UNITS AND PURCHASED UNITS.
(A)
AS OF THE DATE OF THIS AGREEMENT, AND PRIOR TO THE ISSUANCE AND
SALE OF THE PURCHASED CLASS C UNITS AND THE PURCHASED UNITS, THE ISSUED AND
OUTSTANDING MEMBERSHIP INTERESTS OF LINN CONSIST OF 33,417,187 UNITS AND
9,185,965 CLASS B UNITS (WHICH ARE EXPECTED TO CONVERT INTO UNITS ON A
ONE-FOR-ONE BASIS ON OR ABOUT JANUARY 16, 2007).
ALL OF THE OUTSTANDING UNITS
AND CLASS B 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'S EXISTING (I) LONG-TERM INCENTIVE PLAN AND (II)
MEMORANDUM OF UNDERSTANDING REGARDING COMPENSATION ARRANGEMENTS FOR MEMBERS OF
ITS BOARD OF DIRECTORS, LINN HAS NO EQUITY COMPENSATION PLANS THAT CONTEMPLATE