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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/05/07 Linn Energy, LLC 8-K:2,3,5,9 2/01/07 11:2.1M Merrill Corp-MD/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 61K 2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 339K Liquidation or Succession 3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 339K Liquidation or Succession 4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 36K Liquidation or Succession 5: EX-4.1 Instrument Defining the Rights of Security Holders HTML 43K 6: EX-4.2 Instrument Defining the Rights of Security Holders HTML 39K 7: EX-10.1 Material Contract HTML 323K 8: EX-10.2 Material Contract HTML 264K 9: EX-10.3 Material Contract HTML 73K 10: EX-10.4 Material Contract HTML 107K 11: EX-99.1 Miscellaneous Exhibit HTML 18K
Exhibit 10.1
CLASS C UNIT AND UNIT PURCHASE AGREEMENT
BY AND AMONG
LINN ENERGY, LLC
AND
THE PURCHASERS NAMED HEREIN
CLASS C UNIT AND UNIT PURCHASE AGREEMENT
CLASS C UNIT AND UNIT PURCHASE AGREEMENT, dated as of December 13, 2006 (this “Agreement”), by and among LINN ENERGY, LLC, a Delaware limited liability company (“Linn”), and each of ZLP Fund, L.P., Structured Finance Americas LLC, Royal Bank of Canada by its agent RBC Capital Markets Corporation, Credit Suisse Management LLC, GPS Partners LLC, Del Mar Onshore Partners LP, Lehman Brothers MLP Partners, L.P., Brahman Capital Corp., on behalf of certain funds and accounts it manages, Citigroup Global Markets Inc., Goldman, Sachs & Co., on behalf of its Principal Strategies Group, Alerian Opportunity Partners V L.P., RCH Energy MLP Fund, L.P., RCH Energy MLP Fund A, L.P., RCH Energy Opportunity Fund I, L.P., Energy Income and Growth Fund, Fiduciary/Claymore MLP Opportunity Fund, Jennison Utility Fund, Reservoir Master Fund, L.P., Shaar Fund LTD, Arbiter Partners, L.P., Diaco Investments, LP, Black Diamond Offshore Ltd., Double Black Diamond Offshore LDC, Calm Waters Partnership, Gracie Capital, LP, Gracie Capital, LP II, Gracie Capital Intl, Ltd, Gracie Capital Intl, Ltd II, Guggenheim Portfolio Company XLII, LLC, Hartz Capital MLP, LLC, UBS AG, Strome MLP Fund, LP, Howard L. Terry, Tracy W. Krohn, Locust Wood Capital, LP and Portcullis Partners, L.P. (each of ZLP Fund, L.P., Structured Finance Americas LLC, Royal Bank of Canada by its agent RBC Capital Markets Corporation, Credit Suisse Management LLC, GPS Partners LLC, Del Mar Onshore Partners LP, Lehman Brothers MLP Partners, L.P., Brahman Capital Corp., on behalf of certain funds and accounts it manages, Citigroup Global Markets Inc., Goldman, Sachs & Co., on behalf of its Principal Strategies Group, Alerian Opportunity Partners V L.P., RCH Energy MLP Fund, L.P., RCH Energy MLP Fund A, L.P., RCH Energy Opportunity Fund I, L.P., Energy Income and Growth Fund, Fiduciary/Claymore MLP Opportunity Fund, Jennison Utility Fund, Reservoir Master Fund, L.P., Shaar Fund LTD, Arbiter Partners, L.P., Diaco Investments, LP, Black Diamond Offshore Ltd., Double Black Diamond Offshore LDC, Calm Waters Partnership, Gracie Capital, LP, Gracie Capital, LP II, Gracie Capital Intl, Ltd, Gracie Capital Intl, Ltd II, Guggenheim Portfolio Company XLII, LLC, Hartz Capital MLP, LLC, UBS AG, Strome MLP Fund, LP, Howard L. Terry, Tracy W. Krohn, Locust Wood Capital, LP and Portcullis Partners, L.P., a “Purchaser” and, collectively, the “Purchasers”).
WHEREAS, simultaneously with the execution of this Agreement, Linn is entering into a definitive purchase agreement to acquire all of Cavallo Energy’s right, title and interest in and to certain oil and gas properties and related assets described in the Stallion Acquisition Agreement upon the terms and conditions and for the consideration set forth in the Stallion Acquisition Agreement from Cavallo Energy LP, a Delaware limited partnership, acting through its general partner, Stallion Energy LLC, a Delaware limited liability company (the “Stallion Acquisition”);
WHEREAS, Linn desires to finance a portion of the Stallion Acquisition through the sale of an aggregate of $360,000,350.76 of Class C Units and Units and the Purchasers desire to purchase an aggregate of $360,000,350.76 of Units and Class C Units from Linn, each in accordance with the provisions of this Agreement;
WHEREAS, it is a condition to the obligations of the Purchasers and Linn under this Agreement that the Stallion Acquisition be consummated;
WHEREAS, Linn has agreed to provide the Purchasers with certain registration rights with respect to the Purchased Units acquired pursuant to this Agreement; and
WHEREAS, the Voting Agreement in the form attached as Exhibit D (the “Unitholder Voting Agreement”) has been executed by Quantum Energy Partners II, LP, a Delaware limited partnership, Michael C. Linn, Kolja Rockov, Lisa D. Anderson and Roland P. Keddie pursuant to which each such unitholder of Linn has unconditionally and irrevocably agreed to vote all of the Units owned by it in favor of the conversion of Class C Units into Units as contemplated by Section 5.01 of 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 and each of the Purchasers, severally and not jointly, hereby agree as follows:
“8-K Filing” shall have the meaning specified in Section 5.06.
“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, the Unitholder Voting Agreement, the Class C Amendment, the Stallion Acquisition 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.
“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 8.08.
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“Buy-In Price” shall have the meaning specified in Section 8.08.
“Cavallo Energy” means Cavallo Energy LP, a Delaware limited partnership
“Class B Units” means the Class B Units having the rights, preferences, privileges and restrictions as set forth in the Limited Liability Company Agreement, as amended.
“Class C Amendment” shall have the meaning specified in Section 2.01(a).
“Class C Unit Price” shall have the meaning specified in Section 2.01(c).
“Class C Units” means the Class C Units of Linn, as established by the Class C Amendment.
“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, its Subsidiaries or any of their Property or any of the Purchasers.
“Indemnified Party” shall have the meaning specified in Section 7.03.
“Indemnifying Party” shall have the meaning specified in Section 7.03.
“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” shall have the meaning specified in the introductory paragraph.
“Linn Financial Statements” shall have the meaning specified in Section 3.03.
“Linn Material Adverse Effect” means any material and adverse effect on (i) the assets, liabilities, financial condition, business, operations, prospects or affairs of Linn and its Subsidiaries, taken as a whole, measured against those assets, liabilities, financial condition, business, operations, prospects or affairs reflected in the Linn 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 and its Subsidiaries but also affect other Persons who participate in or are engaged in the lines of business of which Linn and its Subsidiaries participate or are engaged, (ii) the ability of Linn 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 to consummate the transactions under any Basic Document.
“Linn Related Parties” shall have the meaning specified in Section 7.02.
“Linn SEC Documents” shall have the meaning specified in Section 3.03.
“Lock-Up Date” means the earlier of (i) 90 days from the Closing Date or (ii) the date that a registration statement under the Securities Act to permit resale of the Purchased Units is declared effective by the Commission.
“Party” or “Parties” means Linn and the Purchasers, individually or collectively, as the case may be.
“Permitted Amount” shall have the meaning specified in Section 2.01(a).
“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 is obligated to pay to Lehman Brothers Inc., Citigroup Global Markets Inc., RBC Capital Markets Corporation and Jefferies & Company, Inc. upon the closing of the transactions contemplated by this Agreement.
“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.
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“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 Class C Units” means the Class C Units to be issued and sold to the Purchasers pursuant to this Agreement.
“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 7.01.
“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 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.
“Stallion Acquisition” shall have the meaning specified in the recitals.
“Stallion Acquisition Agreement” means that certain Purchase and Sale Agreement dated December 13, 2006, between Cavallo Energy LP, a Delaware limited partnership, acting through its general partner, Stallion Energy LLC, a Delaware limited liability company, and Linn, which is attached hereto as Exhibit G.
“Stallion Closing Date” means the date on which the Stallion Acquisition is consummated.
“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.
“Terminating Breach” shall have the meaning specified in Section 8.12(a)(ii).
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“Unit Price” shall have the meaning specified in Section 2.01(c).
“Unitholder Voting Agreement” shall have the meaning specified in the recitals.
“Unitholders” means the Unitholders of Linn (within the meaning of the Limited Liability Company Agreement).
“Units” means the Units of Linn representing limited liability company interests.
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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:
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Each Purchaser, severally and not jointly, represents and warrants to Linn with respect to itself, on and as of the date of this Agreement and on and as of the Closing Date, as follows:
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(a) Linn shall, in accordance with applicable Law and the Limited Liability Company Agreement, take all action necessary to convene a meeting of its Unitholders to consider and vote upon the conversion of the Class C Units into Units as soon as practicable, but in any event not later than June 30, 2007. Subject to fiduciary duties under applicable Law, the Board of Directors shall, in connection with such meeting, recommend approval of the conversion of the Class C Units into Units and shall take all other lawful action to solicit the approval of the conversion of the Class C Units into Units by the Unitholders, except that Linn may, but shall not be required to, hire any proxy solicitation firm in connection with such meeting.
(b) If the conversion of the Class C Units into Units is not approved by the Unitholders at the meeting contemplated by Section 5.01(a), upon written notice from the Purchasers holding a majority of the Class C Units, Linn shall be obligated to convene another meeting of its Unitholders on the terms set forth in Section 5.01(a) (except that such meeting shall take place no later than 90 days after the meeting contemplated by Section 5.01(a)), and the Board of Directors shall again be obligated to take the actions set forth in Section 5.01(a) with respect to such meeting. If the approval of Linn’s Unitholders is not obtained at this second meeting of Unitholders, then Linn shall be obligated to include the conversion of Class C Units into Units as a proposal to be voted upon at no more than two subsequent meetings of its Unitholders within 90 days after the preceding meeting, and its Board of Directors shall remain obligated to take the actions set forth in Section 5.01(a) with respect to each such meeting.
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ZLP Fund, L.P.
Harborside Financial Center
Plaza 10, Suite 301
Jersey City, New Jersey 07311
Attention: Daniel M. Lynch
Phone: (212) 440-0741
Facsimile: (201) 716-1425
Email: lynch@zimmerlucas.com
with a copy to:
Pillsbury Winthrop Shaw
Pittman LLP
1540 Broadway
New York, New York 10036-4039
Attention: David P. Falck, Esq.
Phone: (212) 858-1000
Facsimile: (212) 858-1500
Email: david.falck@pillsburylaw.com
Structured Finance
Americas, LLC
c/o Deutsche Bank Securities Inc.
60 Wall Street, 4th Floor
New York, New York 10005
Attention: Sunil Hariani
Phone: (212) 250-6340
Facsimile: (212) 797-9358
Email: equitynotice@list.db.com
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: Elia Kourtesiadou
Facsimile: (732) 578-3927
Royal Bank of Canada by
its agent RBC Capital Markets Corporation
1 Liberty Plaza, 2nd Floor
New York, New York 10006
Attention: Joe Muskatel
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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
GPS Partners LLC
Del Mar Onshore Partners LP
c/o GPS Partners
100 Wilshire Boulevard, Suite 900
Santa Monica, California 90401
Attention: Jeff Farron
Phone: (310) 496-5365
Facsimile: (310) 496-5399
Email: farron@gpsfund.com
Lehman Brothers MLP
Partners, L.P.
399 Park Avenue, 9th Floor
New York, New York 10111
Brahman Capital Corp.
655 Third Avenue, 11th Floor
New York, New York 10017
Attention: Bill D’eredita
Phone: (212) 681-9797
Facsimile: (212) 681-1134
Email: bderedita@bccny.com
and to:
Attention: Richard Grossman
Facsimile: (646) 720-0084
Email: rgrossman@bccny.com
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Citigroup Global Markets
Inc.
390 Greenwich Street
Equity Derivatives, 3rd Floor
New York, New York 10013
Attention: Patrick Borst
Phone: (212) 723-4659
Facsimile: (212) 723-8355
Goldman Sachs Principal
Strategies Group
c/o Goldman, Sachs & Co.
1 New York Plaza, 47th Floor
New York, New York 10004
Attention: Gaurav Bhandari or Sabrina Liak
Facsimile: (212) 256-4756 or (212) 256-4869
with a copy to:
Fried, Frank, Harris,
Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
Attention: Steven J. Steinman, Esq.
Facsimile: (212) 859-4000
Alerian Opportunity
Partners V L.P.
45 Rockefeller Plaza
New York, New York 10111
Attention: Rich Levy
RCH Energy MLP Fund, L.P.
RCH Energy MLP Fund A, L.P.
RCH Energy Opportunity Fund I, L.P.
200 Crescent Court, Suite 1060
Dallas, Texas 75201
Attention: Robert Raymond
Phone: (214) 871-8680
Facsimile: (214) 871-8683
Email :rraymond@rchenergy.com
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c/o Fiduciary Asset
Management
8112 Maryland Avenue, Suite 400
St. Louis, Missouri 63105
Attention: Jim Cunnane
Facsimile: (314) 863-4360
Jennison Associates LLC
466 Lexington Avenue
New York, New York 10017
Attention: Shaun Hong and Ubong U. Edemeka, Managing Directors
Facsimile: (212) 682-0149
Email: shong@jennison.com;
bedemeka@jennison.com
with a copy to:
Attention: Maya Teufel,
Legal Dept.
Facsimile: (212) 682-9831
Email: mteufel@jennison.com
and:
Attention: Michael Ryan,
Client Accounting
Facsimile: (212) 949-9753
Email: mryan@jennison.com
Reservoir Master Fund,
L.P.
c/o Reservoir Capital Group
650 Madison Avenue, 26th Floor
New York, New York 10022
Attention: Craig Huff / Adeel Qalbani
Phone: (212) 610-9010 / 9082
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The Shaar Fund Ltd.
c/o SS&C Fund Services, N.V.
P.O. Box 4671
Pareraweg 45
Curacao
Netherlands Antilles
Phone: +599 (9) 434-3562
Facsimile: +599 (9) 434-3560
Email: fundservices@sscinc.com; asenior@sscinc.com
with a copy to:
Cita Investments (Israel)
Ltd.
Beit Ofer Building
5 Cheftzadi Street
Jerusalem, Israel
Phone: +972 (2) 651-7850
Facsimile: +972 (2) 651-7890
Email: urisher1@netvision.net.il
with a copy to:
Meltzer, Lippe, Goldstein
and Breitstone, LLP
The Chancery
190 Willis Avenue
Mineola, New York 11501
Attention: Ira Halperin
Phone: (516) 470-0188
Facsimile: (516) 747-0653
Email: ihalperin@mlg.com
Arbiter Partners, LP
149 Fifth Avenue, 15th Floor
New York, New York 10010
Attention: Paul J. Isaac
Phone: (212) 650-4670
Email: pisaac@cadogan.net
with a copy to:
Attention: Paul
Zwijnenburg
Phone: (212) 650-4669
Email: paulz@cadogan.net
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and to:
Attention: Ross Levin
Phone: (212) 650-4658
Email: rlevin@cadogan.net
Diaco Investments, LP
1271 Avenue of the Americas, 48th Floor
New York, New York 10020
Attention: Simon Glick
Facsimile: (212) 489-8280
Email: simonglick@glickinv.com
Black Diamond Offshore
Ltd.
Double Black Diamond Offshore LDC
2100 McKinney Avenue, Suite 1600
Dallas, Texas 75201
Attention: James Mooney
Phone: (214) 932-9600
Email: jmooney@carlsoncapital.com
and:
Attention:
Kristen Gregory
Phone: (214) 932-9642
Email: kgregory@carlsoncapital.com
Calm Waters Partnership
115 South 84th Street, Suite 200
Milwaukee, Wisconsin 53214
Attention: Susan A. Hollister, Esq.
Facsimile: (414) 456-9174
Email: shollister@baraboogrowth.com
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Gracie Capital, LP
Gracie Capital, LP II
Gracie Capital Intl, Ltd
Gracie Capital Intl, Ltd II
Guggenheim Portfolio Company XLII, LLC
Attention: Sam Konz
Phone: (212) 527-8204
Facsimile: (212) 308-7180
Email: konz@graciecap.com
Hartz Capital MLP LLC
400 Plaza Drive
Secaucus, New Jersey 07094
Attention: Noah B. Lerner
Phone: (201) 272-6004
Facsimile: (201) 866-6387
Email: noah.lerner@hartzmountain.com
UBS AG
1285 Avenue of the Americas
New York, New York 10019
Attention: Chris Coward
Strome MLP Fund, LP
c/o Strome Group
100 Wilshire Boulevard, Suite 1750
Santa Monica, California 90401
Attention: Casey Borman
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
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W&T Offshore, Inc.
Nine Greenway Plaza, Suite 300
Houston, Texas 77046
Attention: Tracy Krohn
Locust Wood Capital, LP
c/o Locust Wood Capital Advisers, LLC
1540 Broadway, Suite 1504
New York, New York 10036
Phone: (212) 354-5404
Facsimile: (212) 354-5436
4400 Post Oak Parkway,
Suite 1400
Houston, Texas 77027
Attention: Michael Morgan, President and CEO
Phone: (831) 622-0428
Facsimile: (831)622-0435
Email :mikemorgan@portcullislp.com
Linn Energy, LLC
600 Travis, Suite 6910
Houston, Texas 77002
Attention: Kolja Rockov
Facsimile: (713) 223-0880
Email: kr@linnenergy.com
with a copy to:
Vinson & Elkins
L.L.P.
2300 First City Tower
1001 Fannin Street, Suite 2300
Houston, Texas 77002
Attention: Thomas P. Mason, Esq.
Facsimile: (713) 615-5320
Email: tmason@velaw.com
or to such other address as Linn 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
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actual receipt when delivered to an air courier guaranteeing overnight delivery or via electronic mail.
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
LINN ENERGY, LLC |
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/s/ Michael C. Linn |
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Michael C. Linn |
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Chief Executive Officer |
IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
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ZLP Fund, L.P. |
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/s/ Craig M. Lucas |
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Name: Craig M. Lucas |
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Title: Managing Member |
IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
STRUCTURED FINANCE |
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AMERICAS LLC |
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Vice President |
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/s/ Richard Kennedy |
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President |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
ROYAL BANK OF CANADA |
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CORPORATION, its agent |
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By: |
/s/ Josef Muskatel |
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Name: Josef Muskatel |
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Title: Director and Senior Counsel |
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/s/ Stephen Milke |
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Name: Steven Milke |
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Title: Managing Director |
IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
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GPS Partners LLC |
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By: |
/s/ Brett Messing |
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Name: |
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Managing Partner |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
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/s/ Marc Simons |
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Director |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
LEHMAN BROTHERS MLP |
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By: |
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Name: Michael J. Cannon |
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Title: Managing Director |
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Lehman Brothers MLP Partners, L.P. |
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399 Park Ave. 9th Floor |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
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Brahman Capital Corporation |
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By: |
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Name: |
Brahman Capital Corp., on behalf of |
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certain funds and accounts it manages |
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President |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
Citigroup Global Markets Inc. |
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By: |
/s/ Daniel P. Breen |
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Managing Director |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
GOLDMAN SACHS & CO., on behalf of its Principal Strategies Group |
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By: |
/s/ Gaurav Bhandari |
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Name: |
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Title: |
Managing Director |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
Alerian Opportunity Partners V L.P. |
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By: |
/s/ Richard Levy |
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Name: |
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Title: |
CFO Alerian Capital Management |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
RCH Energy MLP Fund, L.P. |
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Its General Partner |
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By: RR Advisors, LLC |
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Its General Partner |
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By: |
/s/ Robert Raymond |
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Name: |
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Member |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
RCH Energy MLP Fund A, L.P. |
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Its General Partner |
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By: RR Advisors, LLC |
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Its General Partner |
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By: |
/s/ Robert Raymond |
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Name: |
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Title: |
Member |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
RCH Energy Opportunity Fund I, L.P. |
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Its General Partner |
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By: RR Advisors, LLC |
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Its General Partner |
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By: |
/s/ Robert Raymond |
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Name: |
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Title: |
Member |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
ENERGY INCOME AND GROWTH FUND |
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By: |
/s/ James Bowen |
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Name : James Bowen |
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Title: President |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
Fiduciary/Claymore MLP Opportunity Fund |
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By: |
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Name : |
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Title: |
Vice President |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
JENNISON UTILITY FUND |
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By Jennison Associates LLC, as investment |
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adviser |
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By: |
/s/ Ubong U. Edemeka |
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Name: Ubong U. Edemeka |
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Title: Managing Director |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
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partner |
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By: |
/s/ Craig Huff |
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Name : Craig Huff |
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Title: President |
IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
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The Sharr Fund LTD |
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By: |
/s/ (illegible) |
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Name: |
(illegible) |
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Title: |
Director |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
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Arbiter Partners, L.P. |
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Broken Clock Management, |
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General Partner, |
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Arbiter Partners, L.P. |
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By: |
/s/ Paul Isaac. |
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Name: |
Paul J. Isaac |
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Title: |
Managing Member, |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
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Diaco Investments, LP |
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By: |
/s/ Simon Glick |
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Name: |
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Title: |
GP Siget LLC |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
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Black Diamond Offshore Ltd. |
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By: |
Carlson Capital, L.P. its investment advisor |
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By: |
Asgard Investment Corp, its general partner |
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By: |
/s/ Clint D. Carlson |
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Name: |
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Title: |
President |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
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Double Black Diamond Offshore Ltd. |
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By: |
Carlson Capital, L.P. its investment advisor |
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By: |
Asgard Investment Corp, its general partner |
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By: |
/s/ Clint D. Carlson |
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Name: |
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Title: |
President |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
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Calm Waters Partnership |
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By: |
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Name: |
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Title: |
Managing Partner |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
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Gracie Capital, LP |
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By: |
/s/ Greg Pearson |
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Name: |
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Title: |
CFO |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
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Gracie Capital, LP II |
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By: |
/s/ Greg Pearson |
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Name: |
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Title: |
CFO |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
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Gracie Capital, Intl, Ltd |
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By: |
/s/ Greg Pearson |
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Name: |
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Title: |
CFO |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
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Gracie Capital, Intl, Ltd II |
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By: |
/s/ Greg Pearson |
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Name: |
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Title: |
CFO |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
Guggenheim Portfolio Company XLII, LLC |
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By: |
/s/ Greg Pearson |
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Name: |
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Title: |
CFO |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
Hartz Capital MLP, LLC |
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By: |
Hartz Trading Inc., |
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Its Manager |
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By: |
/s/ Ronald J. Bangs |
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Name: |
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Title: |
Vice President |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
UBS AG |
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By: |
/s/ Chris Coward |
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Name: |
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Title: |
Director |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
Strome MLP Fund, LP |
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By: |
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Name: |
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Title: |
CFO of the General Partner |
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Strome Investment Management, LP |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
By: |
/s/ Howard L. Terry |
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Name: |
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Title: |
Individually |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
By: |
/s/ Tracy W. Krohn |
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Name: |
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Title: |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
Locust Wood Capital, LP |
||||
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By: |
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Name: |
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Title: |
Managing Member |
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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.
Portcullis Partners, L.P. |
||||
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|
||
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By: |
|||
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Name: |
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Title: |
President, Portcullis Partners, L.P |
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This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
6/30/07 | 10-Q | |||
3/31/07 | 10-Q | |||
Filed on: | 2/5/07 | 3, 4 | ||
For Period End: | 2/1/07 | 8-K/A | ||
1/16/07 | PRE 14A | |||
12/31/06 | 10-K | |||
12/13/06 | 8-K | |||
10/25/06 | 8-K | |||
1/19/06 | 4, 8-K, S-8 | |||
12/31/05 | 10-K, NT 10-K | |||
List all Filings |