Item 1.01
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Entry into a Material Definitive Agreement.
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Second Amendment to Restructuring
Support Agreement
On May 11, 2016 (the Petition Date), Linn Energy, LLC (the Company), LinnCo, LLC, an
affiliate of the Company (LinnCo), certain of the Companys direct and indirect subsidiaries (collectively with the Company, the LINN Debtors), and Berry Petroleum Company, LLC (Berry and, collectively with
the LINN Debtors and LinnCo, the Debtors), filed voluntary petitions (the Bankruptcy Petitions) for reorganization under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States
Bankruptcy Court for the Southern District of Texas (the Court). The Debtors Chapter 11 cases are being administered jointly under the caption
In re Linn Energy, LLC, et al.
, Case No. 16-60040 (the Chapter 11
Cases).
Prior to the filing of the Bankruptcy Petitions, on May 10, 2016, the Debtors entered into a restructuring support
agreement (the Restructuring Support Agreement) with certain holders (the Consenting Creditors) collectively holding or controlling at least 66.67% by aggregate outstanding principal amounts under (i) the Companys Sixth
Amended and Restated Credit Agreement, dated as of April 24, 2013 and (ii) Berrys Second Amended and Restated Credit Agreement, dated as of November 15, 2010.
The Restructuring Support Agreement sets forth, subject to certain conditions, the commitment of the Debtors and the Consenting Creditors to
support a comprehensive restructuring of the Debtors long-term debt, which will be effectuated through one or more plans of reorganization (the Plan) to be filed in the Chapter 11 Cases.
On September 23, 2016, the Debtors and certain of the Consenting Creditors entered into the Second Amendment to Restructuring Support
Agreement (the Second Amendment), which extended the date by which the Plan (or Plans, if separate), the Plan Solicitation Materials (as defined in the Restructuring Support Agreement) for the Plan (or Plans, if separate), and the motion
or motions to approve the Disclosure Statement (or Disclosure Statements, if separate, and as defined in the Restructuring Support Agreement) must be filed with the Court from 135 days to 149 days following the Petition Date.
The foregoing description of the Second Amendment is only a summary, does not purport to be complete and is qualified in its entirety by
reference to the Second Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Third Amendment to Settlement Agreement
As previously reported, on April 4, 2016, the Company, Linn Energy Finance Corp. (together with the Company, the Issuers), and all
of the Companys material subsidiaries, other than Berry (collectively, the Guarantors), entered into a settlement agreement (as amended, the Settlement Agreement) with certain holders (the Settling Holders)
of the Issuers $1.0 billion of outstanding 12% Senior Secured Second Lien Notes due 2020 (the Notes) and Delaware Trust Company, as successor trustee (the Trustee) and collateral trustee (the Collateral
Trustee). The Settlement Agreement was executed by the Settling Holders, which collectively held more than two-thirds of the outstanding principal amount of the Notes.
The Settlement Agreement provided that the Trustee, Collateral Trustee and Settling Holders would retain the right to assert certain claims
and defenses in the event that the Alternative Settlement Agreement Order (as defined in the Settlement Agreement) was not entered by the Court on or before December 8, 2016 (the Alternative Settlement Agreement Order Date).
On September 23, 2016, the Issuers, Guarantors, Trustee, Collateral Trustee and Settling Holders collectively holding more than two-thirds of
the outstanding principal amount of the Notes entered into a Third Amendment to Settlement Agreement (the Third Amendment). The Third Amendment extends the Alternative Settlement Agreement Order Date to January 16, 2017, and additionally
provides that the Trustee, Collateral Trustee and Settling Holders would also retain the right to assert those certain claims and defenses if the motion to approve the Alternative Settlement Agreement Order is not filed by October 7, 2016.
The foregoing description of the Third Amendment is only a summary, does not purport to be complete and is qualified in its entirety by
reference to the Third Amendment attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.