Item 1.01
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Entry into a Material Definitive Agreement.
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First 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).
As previously disclosed, on October 7, 2016 (the Effective Date), the LINN Debtors entered into a restructuring support
agreement (the Restructuring Support Agreement) with (i) certain holders of the Companys 12% Senior Secured Second Lien Notes due December 2020 (such holders, the Consenting Second Lien Noteholders); and
(ii) certain holders of the Companys unsecured notes (such holders, the Consenting Unsecured Noteholders, and together such Consenting Unsecured Noteholders with the Consenting Second Lien Noteholders, the Consenting
Noteholders).
The Restructuring Support Agreement sets forth, subject to certain conditions, the commitment of the LINN Debtors and
the Consenting Noteholders to support a comprehensive restructuring of the LINN Debtors long-term debt (the Restructuring). The Restructuring will be effectuated through a joint plan of reorganization (the Plan) to be
filed in the Companys pending Chapter 11 Cases with the Court.
On October 14, 2016, the Linn Debtors and certain of the
Consenting Noteholders entered into the First Amendment to Restructuring Support Agreement (the First Amendment), which extended the date by which the Linn Debtors must file with the Court (i) the Plan (or Plans, if separate),
(ii) the Disclosure Statement (or Disclosure Statements, if separate, and as defined in the Restructuring Support Agreement); (iii) the Plan Solicitation Materials (as defined in the Restructuring Support Agreement) for the Plan (or Plans,
if separate), and (iv) the motion or motions to approve that certain Backstop Commitment Letter, dated as October 7, 2016, among the Company and certain of the Consenting Noteholders, and a long-form backstop commitment agreement from
seven days to fourteen days following the Effective Date of the Restructuring Support Agreement. The First Amendment also extends the date by which the LINN Debtors must obtain Court approval of the LINN Debtors Disclosure Statement from
December 6, 2016 to December 9, 2016. The First Amendment also includes certain changes to the Restructuring Support Agreement and Restructuring Term Sheet (as defined in the Restructuring Support Agreement) that will take effect upon
entry into the Restructuring Support Agreement by Consenting Lenders (as defined in the Restructuring Support Agreement) who collectively hold, control, or have the ability to control in the aggregate more than sixty-six and two-thirds percent
(66-2/3%) of the outstanding principal amounts of the LINN Debtors obligations under the Companys Sixth Amended and Restated Credit Agreement dated April 24, 2013 (the LINN Credit Agreement). These changes, among other
things, clarify the treatment of claims under the LINN Credit Agreement and certain consent rights of the Consenting Lenders.
The
foregoing description of the First Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the First Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Fourth Amendment to Bank RSA
As previously disclosed, prior to the filing of the Bankruptcy Petitions, on May 10, 2016, the Debtors entered into a restructuring
support agreement (the Bank RSA) with certain lenders (the Consenting Creditors) collectively holding or controlling at least 66.67% by aggregate outstanding principal amounts under (i) the LINN Credit Agreement and
(ii) Berrys Second Amended and Restated Credit Agreement, dated as of November 15, 2010 (the Berry Credit Agreement).
On October 14, 2016, the Debtors and the administrative agents under the LINN Credit Agreement and the Berry Credit Agreement entered
into an amendment to the Bank RSA, the Fourth Amendment to Restructuring Support Agreement (the Fourth Amendment), which extended the date by which the Debtors must file with the Court the Plan (or Plans, if separate), the Plan
Solicitation Materials (as defined in the Bank RSA) 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 Bank RSA) from 156 days to 163 days
following the Petition Date.
The foregoing description of the Fourth Amendment is only a summary, does not purport to be complete and is
qualified in its entirety by reference to the Fourth Amendment attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.