EX-10.23



 







Exhibit
10.23




First Amendment




to




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 5, 2006




 









 





First Amendment to Amended and Restated Credit Agreement




     This First Amendment to Amended and Restated Credit Agreement (this “First
Amendment”) executed effective as of the 5th of May, 2005 (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
Amended and Restated Credit Agreement dated as of April 7, 2006 (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 amending and restated the
definition of “Agreement” as follows:



     “ ‘Agreement’ means this Amended and Restated Credit Agreement, as amended by that certain
First Amendment to Amended and Restated Credit Agreement, dated as of May 5, 2006, and as the same
may from time to time be further amended, modified, supplemented or restated.”



     2.2 Swap Agreements. Section 9.18 is hereby amended and restated in its entirety
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



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hedged pursuant to other Swap Agreements) do not exceed, as of the date such 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 75% of the then outstanding principal amount
of the Borrower’s Debt for borrowed money which bears interest at a floating rate. In no event
shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any of
its Subsidiaries to post collateral or margin to secure their obligations under such Swap Agreement
or to cover market exposures.



     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 of Outstanding Invoices. 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 First Amendment. The Administrative Agent shall have received multiple
counterparts as requested of the this First Amendment from each Lender.



     3.3 No Default. 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 (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.



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     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	 	 






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	GUARANTORS:	 	LINN ENERGY HOLDINGS, LLC  
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kolja Rockov	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Kolja Rockov, Executive Vice President and
Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	LINN OPERATING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kolja Rockov	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Kolja Rockov, Executive Vice President
and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	MID ATLANTIC WELL SERVICE, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Roland P. Keddie	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Roland P. Keddie	 	 
	 

	 	 	 	Vice President	 	 






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	ADMINISTRATIVE AGENT:	 	BNP PARIBAS,  
	 	 	as Administrative Agent and Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Betsy Jocher	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Betsy Jocher	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gabe Ellisor	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Gabe Ellisor	 	 
	 

	 	Title:
	 	Vice President	 	 






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	LENDERS:	 	ROYAL BANK OF CANADA, as a Syndication  
	 	 	Agent and a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Don J. McKinnerney	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Don J. McKinnerney	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






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	 	 	SOCIETE GENERALE, as a Syndication Agent  
	 	 	and a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Graeme R. Bullen	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Graeme R. Bullen	 	 
	 

	 	Title:
	 	Director	 	 






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	 	 	COMERICA BANK, as a Documentation Agent  
	 	 	and a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Huma Vadgama	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Huma Vadgama	 	 
	 

	 	Title:
	 	Vice President	 	 






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	 	 	BANK OF AMERICA, N.A., as a Documentation  
	 	 	Agent and a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Charles W. Patterson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Charles W. Patterson	 	 
	 

	 	Title:
	 	Managing Director	 	 






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	 	 	BANK OF SCOTLAND, as a Lender  
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karen Weich	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Karen Weich	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






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	 	 	FORTIS CAPITAL CORP., as a Lender  
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Montgomery	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	David Montgomery	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Darrell Holley	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Darrell Holley	 	 
	 

	 	Title:
	 	Managing Director	 	 






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	 	 	LEHMAN COMMERICAL PAPER INC. and  
	 	 	its affiliates, as a Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Maria Maslennikova Lund	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Maria Maslennikova Lund	 	 
	 

	 	Title:
	 	Vice President	 	 






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