AMENDMENT IN ALL
MATERIAL RESPECTS IN THE FORM ATTACHED AS EXHIBIT A TO THIS AGREEMENT;
(V)
LINN ENERGY SHALL HAVE SUBMITTED TO THE NASDAQ GLOBAL MARKET A
NOTIFICATION FORM: LISTING OF ADDITIONAL UNITS WITH RESPECT TO THE PURCHASED
UNITS AND THE UNITS UNDERLYING THE PURCHASED CLASS D UNITS AND NO NOTICE OF
DELISTING FROM THE NASDAQ GLOBAL MARKET SHALL HAVE BEEN RECEIVED BY LINN ENERGY
WITH RESPECT TO THE UNITS;
(VI)
LINN ENERGY SHALL HAVE DELIVERED, OR CAUSED TO BE DELIVERED, TO
THE PURCHASERS AT THE CLOSING, LINN ENERGY'S CLOSING DELIVERIES DESCRIBED IN
SECTION 6.02 OF THIS AGREEMENT;
(VII)
THE UNITHOLDER VOTING AGREEMENT SHALL BE IN FULL FORCE AND EFFECT;
AND
(VIII)
A MINIMUM OF $850 MILLION HAS BEEN DELIVERED TO THE ESCROW ACCOUNT
(AS SUCH TERM IS DEFINED IN THE ESCROW AGREEMENT) BY THE PURCHASERS AND NOT
WITHDRAWN AND AT LEAST SUCH MINIMUM AMOUNT HAS BEEN RELEASED TO LINN ENERGY FROM
THE ESCROW ACCOUNT ON THE CLOSING DATE.
(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;
21
(II)
THE FUNDS ESCROWED PURSUANT TO THE ESCROW AGREEMENT SHALL HAVE
BEEN RELEASED TO LINN ENERGY;
(III)
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);
(IV)
SINCE THE DATE OF THIS AGREEMENT, NO PURCHASER MATERIAL ADVERSE
EFFECT SHALL HAVE OCCURRED AND BE CONTINUING; AND
(V)
EACH PURCHASER SHALL HAVE DELIVERED, OR CAUSED TO BE DELIVERED, TO
LINN ENERGY AT THE CLOSING, SUCH PURCHASER'S CLOSING DELIVERIES DESCRIBED IN
SECTION 6.03 OF THIS AGREEMENT.
SECTION 6.02.
LINN ENERGY DELIVERIES.
AT THE CLOSING, SUBJECT TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT, LINN ENERGY WILL DELIVER, OR CAUSE
TO BE DELIVERED, TO EACH PURCHASER:
(A)
THE PURCHASED UNITS AND THE PURCHASED CLASS D UNITS BY DELIVERING
CERTIFICATES (BEARING THE LEGEND SET FORTH IN SECTION 4.08) EVIDENCING SUCH
PURCHASED UNITS AND SUCH PURCHASED CLASS D UNITS AT THE CLOSING, ALL FREE AND
CLEAR OF ANY LIENS, ENCUMBRANCES OR