UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Amendment No. 1
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended September 30, 2010
OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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for the transition period from _______________ to _______________
Commission File Number: 000-51719
LINN ENERGY, LLC
(Exact name of registrant as specified in its charter)
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Delaware
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65-1177591
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer
Identification No.)
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600 Travis, Suite 5100
Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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(281) 840-4000
(Registrant’s telephone number, including area code)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨
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Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of September 30, 2010, there were 147,419,333 units outstanding.
Linn Energy, LLC (the “Company”) is filing this Amendment No. 1 (this “Form 10-Q/A”) to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, filed with the Securities and Exchange Commission on October 28, 2010 (the “Form 10-Q”), for the sole purpose of furnishing the Interactive Data File as Exhibit 101. The Interactive Data File was inadvertently omitted from the Form 10-Q due to technical difficulties associated with the Company’s use of its EDGAR filing software.
No other changes have been made to the Form 10-Q and this Form 10-Q/A does not modify or update any related disclosures made in the Form 10-Q.
PART II – OTHER INFORMATION
ITEM 6. EXHIBITS
See Index to Exhibits beginning on page 2.
1
Item 6. Exhibits
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Exhibit Number
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Description
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2
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.1*†
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—
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Purchase and Sale Agreement, dated September 3, 2010, between Linn Energy Holdings, LLC, as purchaser and Patriot Resources Partners LLC, as seller
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2
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.2*†
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—
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Purchase and Sale Agreement, dated September 3, 2010, between Linn Energy Holdings, LLC, as purchaser and Crownrock, LP, as seller
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2
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.3*†
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—
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Purchase and Sale Agreement, dated September 2, 2010, between Linn Energy Holdings, LLC, as purchaser and Element Petroleum, LP, as seller
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3
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.1
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—
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Third Amended and Restated Limited Liability Company Agreement of Linn Energy, LLC, dated September 3, 2010 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed September 7, 2010)
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4
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.1
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—
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Indenture, dated September 13, 2010, among Linn Energy, LLC, Linn Energy Finance Corp., the Subsidiary Guarantors named therein and U. S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K filed September 13, 2010)
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4
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.2
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—
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Registration Rights Agreement, dated September 13, 2010, among Linn Energy, LLC, Linn Energy Finance Corp., the Subsidiary Guarantors named therein and the representatives of the Initial Purchasers named therein (incorporated herein by reference to Exhibit 4.2 to Current Report on Form 8-K filed September 7, 2010)
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10
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.1*
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—
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Fourth Amendment, dated October 15, 2010, to Fourth Amended and Restated Credit Agreement among Linn Energy, LLC as Borrower, BNP Paribas, as Administrative Agent, and the Lenders and agents Party thereto
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31
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.1*
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—
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Section 302 Certification of Mark E. Ellis, President and Chief Executive Officer of Linn Energy, LLC
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31
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.2*
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—
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Section 302 Certification of Kolja Rockov, Executive Vice President and Chief Financial Officer of Linn Energy, LLC
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32
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.1*
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—
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Section 906 Certification of Mark E. Ellis, President and Chief Executive Officer of Linn Energy, LLC
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32
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.2*
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—
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Section 906 Certification of Kolja Rockov, Executive Vice President and Chief Financial Officer of Linn Energy, LLC
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101
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.INS**
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—
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XBRL Instance Document
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101
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.SCH**
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—
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XBRL Taxonomy Extension Schema Document
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101
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.CAL**
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—
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XBRL Taxonomy Extension Calculation Linkbase Document
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101
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.DEF**
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—
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XBRL Taxonomy Extension Definition Linkbase Document
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101
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.LAB**
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—
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XBRL Taxonomy Extension Label Linkbase Document
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101
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.PRE**
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—
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Previously filed as exhibits to the Company's Quarterly Report on Form 10-Q on October 28, 2010, for the period ended September 30, 2010.
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**
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Furnished herewith.
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†
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The schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules to the Securities and Exchange Commission upon request.
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2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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LINN ENERGY, LLC
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(Registrant)
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Date: October 28, 2010
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/s/ David B. Rottino
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David B. Rottino
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Senior Vice President of Finance, Business Development
and Chief Accounting Officer
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(As Duly Authorized Officer and Chief Accounting Officer)
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3