EX-10.20




 Exhibit 10.20 

Execution Version 

FIRST AMENDMENT TO CREDIT AGREEMENT 

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of September 29, 2017, is among LINN ENERGY HOLDCO
II LLC, a Delaware limited liability company (the “Borrower”); LINN ENERGY HOLDCO LLC, a Delaware limited liability company (the “Parent”); LINN ENERGY, INC., a Delaware corporation (“Holdings”);
each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the Parent and Holdings, the “Obligors”); ROYAL BANK OF CANADA, as administrative agent for the Lenders (in such capacity, the
“Administrative Agent”) and as the Issuing Bank; and the Lenders signatory hereto. 
 R E C I T A L S 

A. The Borrower, the Parent, Holdings, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of
August 4, 2017 (the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower. 

B. The Borrower and the other Obligors are parties to that certain Guarantee and Collateral Agreement dated as of August 4, 2017 made by
each of the Grantors (as defined therein) in favor of the Administrative Agent. 
 C. The Borrower, the Parent, Holdings, the Administrative
Agent and the Lenders have agreed to amend certain provisions of the Credit Agreement as more fully set forth herein. 
 D. 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
Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section, exhibit and schedule references in this Amendment refer to sections, exhibits or schedules of the Credit Agreement. 

Section 2. Amendments to Credit Agreement. 

2.1 Amendments to Section 1.02. 

(a) Each of the following definitions is hereby amended and restated in its entirety to read as follows: 

“Agreement” means this Credit Agreement, as amended by the First Amendment, as the same may from time to time be further
amended, restated, amended and restated, supplemented or otherwise modified. 
 “LC Commitment” at any time means $50,000,000. 

(b) The following definitions are hereby added where alphabetically appropriate to read as follows: 








 “First Amendment” means that certain First Amendment to Credit Agreement, dated
as of September 29, 2017, among the Borrower, the Parent, Holdings, the other Guarantors, the Administrative Agent and the Lenders party thereto. 

“First Amendment Effective Date” has the meaning assigned to such term in the First Amendment. 

“Wells Fargo Default Interest LC” means the Letter of Credit issued on the First Amendment Effective Date for the benefit of
Wells Fargo Bank, National Association, in an amount equal to $31,846,413.75, for the purpose of securing potential obligations of the Borrower pursuant to that certain Stipulation and Agreed Order Regarding Default Interest Litigation with Respect
to Linn Energy, LLC entered by the United States Bankruptcy Court for the Southern District of Texas on August 4, 2017. 
 (c) The second-to-last sentence of the definition of “Debt” is hereby amended and restated in its entirety to read as follows: “Notwithstanding anything herein to the
contrary, any obligations of the Borrower or any Guarantor with respect to (i) any obligations under the Existing Credit Agreement secured by the Wells Fargo Default Interest LC and (ii) the Existing Letters of Credit shall not constitute
Debt.” 
 (d) Clause (k) of the definition of “Excepted Liens” is hereby amended and restated in its entirety to read as
follows: “(k) Liens on any cash deposited with Paul Hastings LLP pursuant to Section 6.01(c);”. 
 (e)
Clause (h) of the definition of “Excluded Accounts” is hereby amended and restated in its entirety to read as follows: “(h) accounts consisting of purchase price deposits held in escrow by or on behalf of the Borrower or any
Subsidiary pursuant to a binding and enforceable purchase and sale agreement with an unaffiliated third party containing customary provisions regarding the payment and refunding of such deposits,”. 

(f) The definition of “Excluded Accounts” is hereby further amended by inserting the following sentence at the end of such
definition: “Notwithstanding anything to the contrary in this definition or in Section 7.25, in no event shall an Excluded Account described in clause (h) hereof be required to be listed as an “Excluded Account” on Schedule
7.25.”. 
 (g) The definition of “Wells Fargo Escrow Account” is hereby deleted in its entirety. 

2.2 Amendment to Section 2.07(f). The last sentence of Section 2.07(f) is hereby amended and restated in its
entirety to read as follows: “Notwithstanding the foregoing, from the period commencing on the First Amendment Effective Date through December 31, 2017, the Liquidation of any Swap Agreements covering up to 30 MMcf per day of calendar year
2017 gas production shall not constitute a Liquidation of a Swap Agreement solely for the purposes of this Section 2.07(f).” 

  
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 2.3 Amendment to Section 7.05. Section 7.05 is hereby amended by
replacing the phrase “amounts on deposit in the Wells Fargo Escrow Account” with the phrase “the Wells Fargo Default Interest LC”. 

2.4 Amendment to Section 8.16. Section 8.16 is hereby amended by deleting the last sentence therein in its
entirety. 
 2.5 Amendments to Schedule 6.03. 

(a) Section 3 of Schedule 6.03 is hereby amended and restated in its entirety to read as follows: “3. [Reserved.]”. 

(b) Exhibit 1 to Schedule 6.03 is hereby deleted in its entirety. 

2.6 Amendment to Schedule 7.25. Schedule 7.25 is hereby amended and restated in its entirety to read as set forth on Schedule 7.25
attached hereto. 
 Section 3. Conditions Precedent. This Amendment shall become effective on the date (such date, the
“First 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 First Amendment. The Administrative Agent shall have received from the Borrower, each other Obligor, the Majority Lenders and the
Issuing Bank counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of such Persons. 

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

3.3 Wells Fargo Default Interest LC. The Issuing Bank shall have issued the Wells Fargo Default Interest LC (or shall issue the Wells
Fargo Default Interest LC substantially concurrently with the First Amendment Effective Date). 
 3.4 Wells Fargo Escrow Account. The
Wells Fargo Escrow Account (as defined in the Credit Agreement prior to giving effect to this Amendment) shall have been closed (or shall be closed substantially concurrently with the First Amendment Effective Date), and all proceeds therein shall
be deposited in a Deposit Account specified on Schedule 7.25 that is subject to an Account Control Agreement. 
 3.5 Payment of
Outstanding Invoices. The Administrative Agent shall have received payment by the Borrower 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 reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower (including, but not limited to the reasonable fees of Paul Hastings
LLP), in each case pursuant to the Credit Agreement. 

  
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 The Administrative Agent is hereby authorized and directed to declare this Amendment to be
effective and to declare the occurrence of the First Amendment Effective Date when it has received documents confirming compliance with the conditions set forth in this Section 3 or the waiver of such conditions in accordance with
Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes. For purposes of determining compliance with the conditions specified in this
Section 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or
satisfactory to such Lender, unless the Administrative Agent shall have received written notice from such Lender prior to the First Amendment Effective Date specifying its objection thereto. 

Section 4. Miscellaneous. 

4.1 Confirmation. The provisions of the Credit Agreement (as amended by this Amendment) shall remain in full force and effect in
accordance with its terms following the effectiveness of this Amendment. 
 4.2 Ratification and Affirmation; Representations and
Warranties. Each Obligor hereby: (a) acknowledges the terms of this Amendment; (b) ratifies and affirms its obligations, and acknowledges, renews and extends 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 amended hereby (subject to subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law); (c) agrees that from and after the First Amendment Effective Date, each reference to the Credit Agreement in the Loan Documents shall
be deemed to be a reference to the Credit Agreement, as amended by this Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Amendment: (i) the representations and
warranties set forth in each Loan Document are true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects 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 in all material respects (except for those which have a materiality qualifier, which
shall be true and correct in all respects as so qualified) as of such specified earlier date and (ii) no Default has occurred and is continuing. 

4.3 Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of
which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by fax, as an attachment to an email or other similar electronic
means shall be effective as delivery of a manually executed counterpart of this Agreement. 
 4.4 NO ORAL AGREEMENT. THIS
AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

  
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 4.5 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK. 
 4.6 Payment of Expenses. In accordance with Section 12.03(a) of the Credit Agreement, the
Borrower agrees to pay or reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred in connection with this Amendment, any
other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable and documented fees, charges and disbursements of counsel to each of the Administrative Agent. 

4.7 Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
 4.8 Successors and Assigns. This Amendment
shall be binding upon and inure to the benefit of the parties to the Credit Agreement and their respective successors and assigns permitted thereby. 

4.9 Loan Document. This Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms
and provisions of the Credit Agreement relating to Loan Documents shall apply hereto. 
 [Signatures begin next page.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed effective
as of the First Amendment Effective Date. 
  

					
	BORROWER:	 	LINN ENERGY HOLDCO II LLC
			
		 	By:	 	 /s/ David B. Rottino

		 	Name:	 	David B. Rottino
		 	Title:	 	Executive Vice President and Chief Financial Officer
		
	PARENT:	 	LINN ENERGY HOLDCO LLC
			
		 	By:	 	 /s/ David B. Rottino

		 	Name:	 	David B. Rottino
		 	Title:	 	Executive Vice President and Chief Financial Officer
		
	HOLDINGS:	 	LINN ENERGY, INC.

  

					
		 	By:	 	 /s/ David B. Rottino

		 	Name:	 	David B. Rottino
		 	Title:	 	Executive Vice President and Chief Financial Officer
		
	GUARANTORS:	 	LINN ENERGY HOLDINGS, LLC
			
		 	By:	 	 /s/ David B. Rottino

		 	Name:	 	David B. Rottino
		 	Title:	 	Executive Vice President and Chief Financial Officer

 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	LINN OPERATING, LLC
		
	By:	 	 /s/ David B. Rottino

	Name:	 	David B. Rottino
	Title:	 	Executive Vice President and Chief Financial Officer
	
	LINN MIDWEST ENERGY LLC
		
	By:	 	 /s/ David B. Rottino

	Name:	 	David B. Rottino
	Title:	 	Executive Vice President and Chief Financial Officer
	
	BLUE MOUNTAIN MIDSTREAM LLC
		
	By:	 	 /s/ David B. Rottino

	Name:	 	David B. Rottino
	Title:	 	Executive Vice President and Chief Financial Officer
	
	LINN MARKETING, LLC
		
	By:	 	 /s/ David B. Rottino

	Name:	 	David B. Rottino
	Title:	 	Executive Vice President and Chief Financial Officer


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 









					
	ADMINISTRATIVE AGENT:	 	ROYAL BANK OF CANADA, as Administrative Agent
			
		 	By:	 	 /s/ Rodica Dutka

		 	Name:	 	Rodica Dutka
		 	Title:	 	Manager, Agency Services Group

 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 









					
	ISSUING BANK AND LENDER:	  	ROYAL BANK OF CANADA, as Issuing Bank and a Lender
			
		  	By:	  	 /s/ Emilee Scott

		  	Name:	  	Emilee Scott
		  	Title:	  	Authorized Signatory

 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 









					
	LENDERS:	 	CITIBANK, N.A., as a Lender
			
		 	By:	 	 /s/ Saqeeb Ludhi

		 	Name:	 	Saqeeb Ludhi
		 	Title:	 	Senior Vice President

 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	 /s/ Christopher M. Aitkin

	Name:	 	Christopher M. Aitkin
	Title:	 	Assistant Vice President


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ Anson Williams

	Name:	 	Anson Williams
	Title:	 	Authorized Signatory


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	MORGAN STANLEY BANK, N.A., as a Lender
		
	By:	 	 /s/ Pat Layton

	Name:	 	Pat Layton
	Title:	 	Authorized Signatory


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	PNC BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Denise S. Davis

	Name:	 	Denise S. Davis
	Title:	 	Vice President


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	ABN AMRO CAPITAL USA LLC, as a Lender
		
	By:	 	 /s/ Darrell Holley

	Name:	 	Darrell Holley


  

			
	Title:	 	Managing Director
		
	By:	 	 /s/ Elizabeth Johnson

	Name:	 	Elizabeth Johnson
	Title:	 	Director


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	CADENCE BANK, N.A., as a Lender
		
	By:	 	 /s/ Anthony Blanco

	Name:	 	Anthony Blanco
	Title:	 	Senior Vice President


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Mason McGurrin

	Name:	 	Mason McGurrin
	Title:	 	Managing Director


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	CATHAY BANK, as a Lender
		
	By:	 	 /s/ Stephen V. Bacala II

	Name:	 	Stephen V. Bacala II
	Title:	 	Vice President


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Richard Antl

	Name:	 	Richard Antl
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ William M. Reid

	Name:	 	William M. Reid
	Title:	 	Authorized Signatory


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	COMERICA BANK, as a Lender
		
	By:	 	 /s/ William B. Robinson

	Name:	 	William B. Robinson
	Title:	 	Senior Vice President


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Marcus Tarkington

	Name:	 	Marcus Tarkington
	Title:	 	Director
		
	By:	 	 /s/ Anca Trifan

	Name:	 	Anca Trifan
	Title:	 	Managing Director


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	DNB CAPITAL LLC, as a Lender
		
	By:	 	 /s/ Byron Cooley

	Name:	 	Byron Cooley
	Title:	 	Senior Vice President
		
	By:	 	 /s/ James Grubb

	Name:	 	James Grubb
	Title:	 	Vice President


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	FIFTH THIRD BANK, as a Lender
		
	By:	 	 /s/ Justin Bellamy

	Name:	 	Justin Bellamy
	Title:	 	Director


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	KEYBANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ George E. McKean

	Name:	 	George E. McKean
	Title:	 	Senior Vice President


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	SOCIETE GENERALE, as a Lender
		
	By:	 	 /s/ Max Sonnonstine

	Name:	 	Max Sonnonstine
	Title:	 	Director


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	SUNTRUST BANK, as a Lender
		
	By:	 	 /s/ Benjamin L. Brown

	Name:	 	Benjamin L. Brown
	Title:	 	Director


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	BP ENERGY COMPANY, as a Lender
		
	By:	 	 /s/ Timothy Yee

	Name:	 	Timothy Yee
	Title:	 	Attorney-in-Fact


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	CARGILL, INCORPORATED, as a Lender
		
	By:	 	 /s/ Tyler R. Smith

	Name:	 	Tyler R. Smith
	Title:	 	Authorized Signer


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	MACQUARIE BANK LIMITED, as a Lender
		
	By:	 	 /s/ Philip Yates

	Name:	 	Philip Yates
	Title:	 	Division Director
		
	By:	 	 /s/ Andrew Mitchell

	Name:	 	Andrew Mitchell
	Title:	 	Division Director


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 
			
	NEXTERA ENERGY MARKETING, LLC, as a Lender
		
	By:	 	 /s/ Craig Shapiro

	Name:	 	Craig Shapiro
	Title:	 	Vice President and Managing Director


 SIGNATURE PAGE 

FIRST AMENDMENT TO CREDIT AGREEMENT 








 Schedule 7.25 

Deposit Accounts 
  

							
	 Bank Name
	  	 Legal Name
	  	 Account No.
	  	 Type of Account

	Comerica Bank	  	Linn Operating, LLC	  	XXXX0410	  	Lockbox
	Comerica Bank	  	Linn Operating, LLC	  	XXXX1587	  	Lockbox
	Comerica Bank	  	Linn Operating, LLC	  	XXXX1518	  	Lockbox
	Comerica Bank	  	Linn Operating, LLC	  	XXXX1548	  	Lockbox
	Comerica Bank	  	Linn Operating, LLC	  	XXXX1540	  	Lockbox
	Comerica Bank	  	Linn Operating, LLC	  	XXXX1631	  	Lockbox
	Comerica Bank	  	Linn Energy, Inc.	  	XXXX1150	  	Checking
	Comerica Bank	  	Linn Energy Holdco LLC	  	XXXX1184	  	Checking
	Comerica Bank	  	Linn Energy Holdco II LLC	  	XXXX3194	  	Checking
	Comerica Bank	  	Linn Operating, LLC	  	XXXX9231	  	Master Zero Balance
	Comerica Bank	  	Linn Energy Holdings, LLC	  	XXXX4372	  	Checking
	Comerica Bank	  	Linn Operating, LLC	  	XXXX6624	  	Sub Zero Balance Account
	PNC Bank	  	Linn Operating, LLC	  	XXXX2908	  	Money Market DDA
	Cadence Bank, N.A.	  	Linn Operating, LLC	  	XXXX8159	  	Checking

 Excluded Accounts 
  

							
	 Bank Name
	  	 Legal Name
	  	 Account No.
	  	 Type of Account

	Comerica Bank	  	Linn Operating, LLC	  	XXXX7057	  	Payroll
	Comerica Bank	  	Linn Operating, LLC	  	XXXX1880	  	Trust Account for Environmental Protection Agency
	Wells Fargo	  	Linn Energy, Inc.	  	XXXX4136	  	Trust Account
	First Interstate Bank	  	Linn Operating, LLC	  	XXXX8532	  	State of Wyoming Suspense Account
	Citi Bank	  	Linn Operating, LLC	  	XXXX0324	  	Employee Benefits
	Comerica Bank	  	Linn Operating, LLC	  	XXXX2789	  	State of California Dept. Fish & Wildlife Standby Trust Account
	Amegy Bank of Texas	  	Linn Energy, LLC	  	XXXX9639	  	General Unsecured Claims Account
	Amegy Bank of Texas	  	Linn Energy, LLC	  	XXXX8078	  	General Unsecured (Convenience) Claims Account
	Citi Bank	  	Linn Energy, Inc.	  	XXXX7473	  	Investment account - stock repurchases


  
 Schedule 7.25 









 Securities Accounts 

 

							
	Comerica Bank	  	Linn Operating, LLC	  	XXXX6151	  	Sweep Account


  
 Schedule 7.25