Exhibit 10.1
  Execution Version







First Amendment




to




Fourth Amended and Restated Credit Agreement




Among




Linn Energy, LLC


as Borrower,




BNP Paribas,


as Administrative Agent,




and




The Lenders Signatory Hereto




Effective as of May 15, 2009




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First Amendment to fourth Amended and Restated Credit Agreement




This First Amendment to fourth Amended and Restated Credit Agreement (this “First Amendment”) executed effective as of May 15, 2009 (the “First
Amendment Effective Date”) is among Linn Energy, LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Obligors”);
each of the Lenders that is a signatory hereto; and BNP Paribas, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).




Recitals




A.           The Borrower, the Administrative Agent and the Lenders are parties to that certain Fourth Amended and Restated Credit Agreement dated as of April 28, 2009 (the “Credit Agreement”), pursuant to
which the Lenders have made certain credit available to and on behalf of the Borrower.




B.           The Borrower has requested and the Administrative Agent and the Lenders have agreed to amend certain provisions of the Credit Agreement.




C.           NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:




Section 1.           Defined Terms.  Each capitalized term which is defined in the Credit Agreement, but which is not defined in this First Amendment, shall have the meaning ascribed such term in the Credit
Agreement.  Unless otherwise indicated, all section references in this First Amendment refer to the Credit Agreement.




Section 2.           Amendments to Credit Agreement.




2.1           Definitions.  Section 1.02 is hereby amended by adding or amending and restating the following definitions:




“‘Agreement’ means this Fourth Amended and Restated Credit Agreement, as amended by that certain First Amendment to Fourth Amended and Restated Credit Agreement, dated as of May 15, and as the same may from time to time be further amended, modified, supplemented
or restated.”




2.2           Section 9.18.  Section 9.18 is hereby amended and restated in its entirety to read as follows:




“Section 9.18    Swap Agreements.  Neither the Borrower nor any of its Subsidiaries will enter into any Swap Agreements with any Person other than (a) Swap Agreements in respect of commodities (i) with an Approved Counterparty, (ii) the
notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such


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Swap Agreement is executed, 85% of the reasonably anticipated projected production from Proved Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately, for the remainder of the calendar year plus the next two full calendar years succeeding the
execution of such Swap Agreement and 70% of the reasonably anticipated projected production from Proved Properties for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, calculated separately, for each month thereafter, and (iii) the notional volumes for which do not exceed the current net monthly production (regardless of projected production levels) at the time such Swap Agreement is executed, calculated separately for each of crude oil and natural
gas, and (b) Swap Agreements in respect of interest rates with an Approved Counterparty, which effectively convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed (i) on or before December 31, 2009, 110% and (ii) thereafter 100%, of the then outstanding principal amount of the Borrower’s Debt for borrowed money
which bears interest at a floating rate.  Notwithstanding anything to the contrary in this Section 9.18, there shall be no prohibition against the Borrower entering into any “put” or “call spread option” contracts or commodity price floors so long as such agreements are entered into for non-speculative purposes and in the ordinary course of business for the purpose of hedging against fluctuations of commodity prices.”




Section 3.           Conditions Precedent.  The effectiveness of this First Amendment is subject to the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions
provided in this Section 3, each of which shall be reasonably satisfactory to the Administrative Agent in form and substance:




3.1           Payment by the Borrower to the Administrative Agent of all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or
paid by the Borrower.




3.2           The Administrative Agent shall have received multiple counterparts of this First Amendment from the Majority Lenders.




3.3           The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request.




3.4           No Default or Event of Default shall have occurred and be continuing as of the First Amendment Effective Date.




Section 4.           Representations and Warranties; Etc.  Each Obligor hereby affirms:  (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties
contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date


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(unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.




Section 5.           Miscellaneous.




5.1           Confirmation.  The provisions of the Credit Agreement (as amended by this First Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this
First Amendment.




5.2           Ratification and Affirmation of Obligors.  Each of the Obligors hereby expressly (i) acknowledges the terms of this First Amendment, (ii) ratifies and affirms its obligations under the Guarantee
Agreement and the other Security Instruments to which it is a party, (iii) acknowledges, renews and extends its continued liability under the Guarantee Agreement and the other Security Instruments to which it is a party and agrees that its guarantee under the Guarantee Agreement and the other Security Instruments to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby.




5.3           Counterparts.  This First Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute
one and the same instrument.




5.4           No Oral Agreement.This
written First Amendment, the Credit Agreement and the other Loan Documents executed in connection herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties.  There are no subsequent oral agreements between the parties.




5.5           Governing Law.This
First Amendment (including, but not limited to, the validity and enforceability hereof) shall be governed by, and construed in accordance with, the laws of the State of Texas.


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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed effective as of the date first written above.




BORROWER:                                                                   
 LINN ENERGY, LLC











By:/s/ Kolja Rockov


Kolja Rockov,


Executive Vice President and Chief Financial Officer








GUARANTORS:                                                       
 LINN ENERGY HOLDINGS, LLC


LINN OPERATING, INC.


PENN WEST PIPELINE, LLC


MID-CONTINENT HOLDINGS I, LLC


MID-CONTINENT HOLDINGS II, LLC


MID-CONTINENT I, LLC


MID-CONTINENT II, LLC


LINN GAS MARKETING, LLC


LINN EXPLORATION MIDCONTINENT, LLC











By:/s/ Kolja Rockov


Kolja Rockov,


Executive Vice President and Chief Financial Officer





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 First Amendment
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BNP PARIBAS, as Administrative Agent, and a Lender








By:/s/ Betsy Jocher


Name:  Betsy Jocher


Title:    Director








By:/s/ Richard Hawthorne


Name:  Richard Hawthorne


Title:    Director











ROYAL BANK OF CANADA, as Syndication Agent and a Lender








By: /s/ Don J. McKinnerney


Name:  Don J. McKinnerney


Title:    Authorized Signatory











THE ROYAL BANK OF SCOTLAND plc, as a Co-Documentation Agent and a Lender








By: /s/ Lucy Walker


Name:  Lucy Walker


Title:    Vice President











CITIBANK, NA, as a Co-Documentation Agent and a Lender








By: /s/ James F. Reilly Jr.


Name:  James F. Reilly Jr.


Title:    Vice President








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CALYON NEW YORK BRANCH, as a Co-Documentation Agent and a Lender











By: /s/ Tom Byargeon


Name:  Tom Byargeon


Title:    Managing Director








By: /s/ Sharada Manne


Name:  Sharada Manne


Title:    Director





BARCLAYS BANK plc, as a Co-Documentation Agent and a Lender








By: /s/ Maria Lund


Name:  Maria Lund


Title:    Vice President











THE BANK OF NOVA SCOTIA, as a Lender








By: /s/ Andrew Ostrov


Name:  Andrew Ostrov


Title:    Director











BANK OF MONTREAL, as a Lender








By: /s/ James V. Ducote


Name:  James V. Ducote


Title:    Director





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WACHOVIA BANK, N.A., as a Lender








By: /s/ Christopher Hewitt


Name:  Christopher Hewitt


Title:    Vice President











SOCIETE GENERALE, as a Lender








By: /s/ Kevin Joyce


Name:  Kevin Joyce


Title:    Vice President











COMERICA BANK, as a Lender








By: /s/ Greg Smith


Name:  Greg Smith


Title:    Senior Vice President











ING CAPITAL LLC, as a Lender








By: /s/ Charles E. Hall


Name:  Charles E. Hall


Title:    Managing Director


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FORTIS CAPITAL CORP., as a Lender








By: /s/ David Montgomery


Name:  David Montgomery


Title:    Director








By: /s/ Ilene Fowler


Name:  Ilene Fowler


Title:    Director











KEYBANK NATIONAL ASSOCIATION, as a Lender








By: /s/ Todd Coker


Name:  Todd Coker


Title:    AVP











CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender








By: /s/ Vanessa Gomez


Name:  Vanessa Gomez


Title:    Director











By: /s/ Mikhail Faybusovich


Name:  Mikhail Faybusovich


Title:    Vice President





COMPASS BANK, as a Lender








By: /s/ Greg Determann


Name:  Greg Determann


Title:    Vice President


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DnB NOR BANK ASA, as a Lender








By: /s/ Philip F. Kurpiewski


Name:  Philip F. Kurpiewski


Title:    Senior Vice President








By: /s/ Thomas Tangen


Name:  Thomas Tangen










DZ BANK AG, DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, NEW YORK BRANCH, as a Lender








By:       _____________________


Name:


Title:











UNION BANK OF CALIFORNIA, N.A., as a Lender








By:       _____________________


Name:


Title:











U.S. BANK NATIONAL ASSOCIATION, as a Lender








By: /s/ Justin M. Alexander


Name:  Justin M. Alexander


Title:    Vice President





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ALLIED IRISH BANKS P.L.C., as a Lender








By:       _____________________


Name:


Title:













Houston 4003896


First Amendment


Signature Page - 7