Exhibit 10.29 Second Amendment


EXHIBIT 10.29
EXECUTION VERSION






SECOND AMENDMENT
TO
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF DECEMBER 13, 2013
AMONG


LINN ENERGY, LLC, 
AS BORROWER,


THE GUARANTORS,


WELLS FARGO BANK, NATIONAL ASSOCIATION, 
AS ADMINISTRATIVE AGENT,
AND
THE LENDERS PARTY HERETO






______________________________________________________________________________


JOINT BOOK RUNNERS AND JOINT LEAD ARRANGERS
WELLS FARGO SECURITIES, LLC    RBC CAPITAL MARKETS













SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) dated as of December 13, 2013, among LINN ENERGY, LLC, a Delaware limited liability company, (the “Borrower”); the Guarantors signatory hereto, each of the Lenders party to the Credit Agreement referred to below that are signatory hereto; and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”). 
R E C I T A L S
A.    The Borrower, the Administrative Agent, the Lenders and the other Agents party thereto entered into that certain Sixth Amended and Restated Credit Agreement dated as of April 24, 2013 as amended by that certain First Amendment dated as of October 30, 2013 (the “Credit Agreement”), pursuant to which the Lenders have made certain credit and other financial accommodations available to and on behalf of the Borrower and its Subsidiaries.
B.    The Borrower has requested and the Administrative Agent and the Majority Lenders have agreed to amend certain provisions of the Credit Agreement.
C.    NOW, THEREFORE, to induce the Administrative Agent and Lenders constituting the Majority Lenders to enter into this Second Amendment and 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 used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Second Amendment.  Unless otherwise indicated, all section or article references in this Second Amendment refer to sections or articles of the Credit Agreement.
Section 2.    Amendments to Credit Agreement.
2.1    Amendment to Section 1.02.  Section 1.02 is hereby amended by:
(a)    deleting the following defined term in its entirety and replacing it with the following:
“‘Agreement’ means this Credit Agreement, as amended by the First Amendment and the Second Amendment, as the same may from time to time be further amended, modified, supplemented or restated.”
(b)    adding the following defined term in its appropriate alphabetical order:
“‘Second Amendment’ means the Second Amendment to Credit Agreement dated as of December 13, 2013 among the Borrower, the Administrative Agent and the Majority Lenders.”


2.2    Amendment to Section 8.19(a).  Section 8.19(a) is hereby amended by deleting the term “$700,000,000” in such Section and replacing it with “$1,200,000,000”.







Section 3.    Conditions Precedent.  This Second Amendment shall become effective on the date (such date, the “Second Amendment Effective Date”), when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement):
3.1    The Administrative Agent shall have received from the Lenders constituting the Majority Lenders and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Second Amendment signed on behalf of such Person.
3.2    No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Second Amendment.
The Administrative Agent is hereby authorized and directed to declare this Second Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement.  Such declaration shall be final, conclusive and binding upon all parties to the Agreement for all purposes.
Section 4.    Miscellaneous.
4.1    Confirmation.  The provisions of the Credit Agreement, as amended by this Second Amendment, shall remain in full force and effect following the effectiveness of this Second Amendment.
4.2    Ratification and Affirmation; Representations and Warranties.  Each of the Borrower and the Guarantors hereby (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Amendment:
(i)    all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except those which have a materiality qualifier, which shall be true and correct as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, 
(ii)    no Default or Event of Default has occurred and is continuing, and
(iii)    no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
4.3    Loan Document.  This Second Amendment is a Loan Document.
4.4    Counterparts.  This Second 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. Delivery of this Second Amendment 

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by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
4.5    NO ORAL AGREEMENT.  THIS SECOND 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.
4.6    GOVERNING LAW.  THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
4.7    Payment of Expenses.  In accordance with Section 12.03 of the Credit Agreement, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of- pocket costs and reasonable expenses incurred in connection with this Second Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.
4.8    Severability.  Any provision of this Second Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
4.9    Successors and Assigns.  This Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.


[SIGNATURES BEGIN NEXT PAGE]



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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the date first written above.
	
			
	BORROWER:
	LINN ENERGY, LLC

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Kolja Rockov

	 
	Name:
	Kolja Rockov

	 
	Title:
	Executive Vice President and
Chief Financial Officer











Signature Page to Second Amendment
15110679








	
			
	GUARANTORS:
	LINN ENERGY HOLDINGS, LLC

	 
	 

	 
	LINN OPERATING, INC.

	 
	 

	 
	MID-CONTINENT HOLDINGS I, LLC

	 
	 

	 
	MID-CONTINENT HOLDINGS II, LLC

	 
	 

	 
	MID-CONTINENT I, LLC

	 
	 

	 
	MID-CONTINENT II, LLC

	 
	 

	 
	LINN GAS MARKETING, LLC

	 
	 

	 
	LINN EXPLORATION &  
PRODUCTION MICHIGAN LLC

	 
	 

	 
	LINN MIDWEST ENERGY LLC

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Kolja Rockov

	 
	 
	Kolja Rockov

	 
	 
	Executive Vice President and Chief Financial Officer

	 
	 

	 
	LINN EXPLORATION MIDCONTINENT, LLC

	 
	 

	 
	By: Mid-Continent Holdings II, LLC, its 
sole member, as Member/Manager

	 
	 

	 
	 

	 
	By:
	/s/ Kolja Rockov

	 
	Name:
	Kolja Rockov

	 
	Title:
	Executive Vice President and Chief Financial Officer







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	LENDERS:
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Patrick J. Fults

	 
	Name:
	Patrick J. Fults

	 
	Title:
	Vice President





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	ROYAL BANK OF CANADA

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Don J. McKinnerney

	 
	Name:
	Don J. McKinnerney

	 
	Title:
	Authorized Signatory





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	BARCLAYS BANK PLC

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Vanessa A. Kurbatskiy

	 
	Name:
	Vanessa A. Kurbatskiy

	 
	Title:
	Vice President





8










	
			
	 
	CITIBANK, N.A.

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Eamon Baqui

	 
	Name:
	Eamon Baqui

	 
	Title:
	Vice President





9










	
			
	 
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Mark A. Roche

	 
	Name:
	Mark A. Roche

	 
	Title:
	Managing Director

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Michael D. Willis

	 
	Name:
	Michael D. Willis

	 
	Title:
	Managing Director





10










	
			
	 
	CREDIT SUISSE AG, CAYMAN  
ISLAND BRANCH

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Vipul Dhadda

	 
	Name:
	Vipul Dhadda

	 
	Title:
	Authorized Signatory

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Michael Spaight

	 
	Name:
	Michael Spaight

	 
	Title:
	Authorized Signatory





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	THE ROYAL BANK OF SCOTLAND 
PLC

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Sanjay Remond

	 
	Name:
	Sanjay Remond

	 
	Title:
	Authorised Signatory







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	THE BANK OF NOVA SCOTIA

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Terry Donovan

	 
	Name:
	Terry Donovan

	 
	Title:
	Managing Director







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	BANK OF MONTREAL

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ James V. Ducote

	 
	Name:
	James V. Ducote

	 
	Title:
	Managing Director





14










	
			
	 
	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Daria Mahoney

	 
	Name:
	Daria Mahoney

	 
	Title:
	Executive Director

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Trudy Nelson

	 
	Name:
	Trudy Nelson

	 
	Title:
	Managing Directory





15










	
			
	 
	UBS AG, STAMFORD BRANCH

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Lana Gifas

	 
	Name:
	Lana Gifas

	 
	Title:
	Director

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Jennifer Anderson

	 
	Name:
	Jennifer Anderson

	 
	Title:
	Associate Director





16










	
			
	 
	COMERICA BANK

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ William B. Robinson

	 
	Name:
	William B. Robinson

	 
	Title:
	Vice President





17










	
			
	 
	ING CAPITAL LLC

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Juli Bieser

	 
	Name:
	Juli Bieser

	 
	Title:
	Director





18










	
			
	 
	SOCIETE GENERALE

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ David Bornstein

	 
	Name:
	David Bornstein

	 
	Title:
	Director





19










	
			
	 
	U.S. BANK NATIONAL 
ASSOCIATION

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Jonathan H. Lee

	 
	Name:
	Jonathan H. Lee

	 
	Title:
	Vice President





20










	
			
	 
	ABN AMRO CAPITAL USA LLC

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Elizabeth Johnson

	 
	Name:
	Elizabeth Johnson

	 
	Title:
	Vice President

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Darrell Holley

	 
	Name:
	Darrell Holley

	 
	Title:
	Managing Director





21










	
			
	 
	COMPASS BANK

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Kathleen J. Bowen

	 
	Name:
	Kathleen J. Bowen

	 
	Title:
	Senior Vice President





22








	
			
	 
	DNB CAPITAL LLC

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Joe Hykle

	 
	Name:
	Joe Hykle

	 
	Title:
	FVP

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Kelton G. Glasscock

	 
	Name:
	Kelton G. Glasscock

	 
	Title:
	SVP & Head of Energy Americas





23










	
			
	 
	UNION BANK, N.A.

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Rachel Bowman

	 
	Name:
	Rachel Bowman

	 
	Title:
	Vice President





24










	
			
	 
	CAPITAL ONE, N.A.

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Matthew L. Molero

	 
	Name:
	Matthew L. Molero

	 
	Title:
	Vice President





25










	
			
	 
	SUNTRUST BANK

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Chulley Bogle

	 
	Name:
	Chulley Bogle

	 
	Title:
	Vice President





26










	
			
	 
	BANK OF AMERICA, N.A.

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Joseph Scott

	 
	Name:
	Joseph Scott

	 
	Title:
	Director





27










	
			
	 
	JPMORGAN CHASE BANK, N.A.

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Michael A. Kamauf

	 
	Name:
	Michael A. Kamauf

	 
	Title:
	Authorized Officer





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	DEUTSCHE BANK TRUST COMPANY AMERICAS

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Michael Getz

	 
	Name:
	Michael Getz

	 
	Title:
	Vice President

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Lisa Wong

	 
	Name:
	Lisa Wong

	 
	Title:
	Vice President





29










	
			
	 
	GOLDMAN SACHS BANK USA

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Mark Walton

	 
	Name:
	Mark Walton

	 
	Title:
	Authorized Signatory





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	MACQUARIE BANK LIMITED

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Michael Orefice

	 
	Name:
	Michael Orefice

	 
	Title:
	Managing Director

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Andrew Mitchell

	 
	Name:
	Andrew Mitchell

	 
	Title:
	Associated Director

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	(Signed in London, POA Ref: #938
dated 22nd of November 2012)





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	MORGAN STANLEY BANK, N.A.

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Matthew Meyers

	 
	Name:
	Matthew Meyers

	 
	Title:
	Authorized Signatory





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	BP ENERGY COMPANY

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Ryan S. McGeachie

	 
	Name:
	Ryan S. McGeachie

	 
	Title:
	Managing Director US Consumers





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	BNP PARIBAS

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Sriram CHANDRASEKARAN

	 
	Name:
	Sriram CHANDRASEKARAN

	 
	Title:
	Vice President

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Julien PECOUD-BOUVET

	 
	Name:
	Julien PECOUD-BOUVET

	 
	Title:
	Associate





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	BRANCH BANKING AND TRUST 
COMPANY

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Traci Bankston

	 
	Name:
	Traci Bankston

	 
	Title:
	Assistant Vice President





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	SUMITOMO MITSUI BANKING CORPORATION

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ James D. Weinstein

	 
	Name:
	James D. Weinstein

	 
	Title:
	Managing Director





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	WHITNEY BANK

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Liana Tchernysheva

	 
	Name:
	Liana Tchernysheva

	 
	Title:
	Senior Vice President





37










	
			
	 
	AMEGY BANK NATIONAL 
ASSOCIATION

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ H. Brock Hudson

	 
	Name:
	H. Brock Hudson

	 
	Title:
	Senior Vice President





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	ASSOCIATED BANK, N.A.

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Farhan Iqbal

	 
	Name:
	Farhan Iqbal

	 
	Title:
	Senior Vice President





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	KEYBANK NATIONAL ASSOCIATION

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Paul J. Pace

	 
	Name:
	Paul J. Pace

	 
	Title:
	Senior Vice President





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	THE HUNTINGTON NATIONAL
BANK

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Margaret Niekrash

	 
	Name:
	Margaret Niekrash

	 
	Title:
	VP





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	FIFTH THIRD BANK

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Justin Crawford

	 
	Name:
	Justin Crawford

	 
	Title:
	Director





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	NATIXIS

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Louis P. Laville, III

	 
	Name:
	Louis P. Laville, III

	 
	Title:
	Managing Director

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Stuart Murray

	 
	Name:
	Stuart Murray

	 
	Title:
	Managing Director





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	TORONTO DOMINION (NEW YORK) LLC

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ MASOOD FIKREE

	 
	Name:
	MASOOD FIKREE

	 
	Title:
	AUTHORIZED SIGNATORY





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	MIZUHO BANK, LTD.

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ Leon Mo

	 
	Name:
	Leon Mo

	 
	Title:
	Authorized Signatory





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	CARGILL INCORPORATED

	 
	 

	 
	 

	 
	 

	 
	By:
	/s/ J. Dieleman

	 
	Name:
	J. Dieleman

	 
	Title:
	BU Leader 11.12.13







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