EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
 FIRST
AMENDMENT TO SETTLEMENT AGREEMENT 
 This FIRST AMENDMENT TO SETTLEMENT AGREEMENT, dated as of July 12, 2016
(this “Amendment”), is made and entered into by and among: (i) LINN Energy, LLC (the “Company”) and LINN Energy Finance Corp. (together with the Company,
the “Issuers”); (ii) all of the Company’s material domestic subsidiaries as of November 20, 2015, listed on the signature page attached hereto (collectively, the “Guarantors”);
(iii) Delaware Trust Company, as (A) successor trustee to U.S. Bank National Association, as trustee (the “Trustee”) under that certain indenture dated as of November 20, 2015 among the Issuers, the Guarantors
and the Trustee and governing the Issuers’ 12% senior secured second lien notes due 2020 (collectively, the “Notes”) and (B) successor collateral trustee to U.S. Bank National Association, as collateral trustee (the
“Collateral Trustee”) under that certain Collateral Trust Agreement dated as of November 20, 2015, by and among the Company, Guarantors, Trustee, other Parity Lien Representatives party thereto from time to time, and
Collateral Trustee; and (iv) the undersigned beneficial holders of the Notes (individually or acting through their investment advisors or managers for the account of beneficial holders) and, together with their respective successors and
permitted assigns and any subsequent party that becomes party hereto in accordance with the terms hereof as a holder of claims arising in connection with the Notes (such holders, who collectively hold at least 66 2/3% of the outstanding principal
amount of the Notes, the “Consenting Noteholders”) (each of the foregoing listed on the signature pages attached hereto, a “Party,” and collectively, the “Parties”), and
amends that certain Settlement Agreement, dated as of April 4, 2016, by and among the Issuers, the Guarantors, the Trustee, the Collateral Trustee, and the Consenting Noteholders parties thereto from time to time (as amended,
the “Settlement Agreement”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Settlement Agreement. 

RECITALS 

WHEREAS, Section 17 of the Settlement Agreement permits modifications and amendments of the Settlement Agreement by written
agreement executed by (i) holders of 66 2/3% of the outstanding principal amount of the Notes (and Additional Notes if applicable) outstanding on the date of such amendment or modification; (ii) the Issuers; (iii) the Guarantors;
(iv) the Trustee; and (v) the Collateral Trustee; 
 WHEREAS, pursuant to Section 17 of the Settlement Agreement, the
Parties desire to amend the Settlement Agreement as set forth in this Amendment; 







 NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows: 

AGREEMENT 
 Section 1. Amendment
to the Settlement Agreement 
 Section 4.3(a) of the Settlement Agreement is hereby amended and restated in its entirety to read as
follows: 
 “Section 4.3 Commitments in Connection with the Approval Motion. During the period between the Effective Date
and the termination of the Settlement Agreement in accordance with the terms hereof, and subject to the terms and conditions hereof: 

(a) Each of the Trustee, the Collateral Trustee, and the Consenting Noteholders, solely with respect to itself,
expressly agrees to affirmatively support the Approval Motion and will not file or support any objection to the Approval Motion or encourage any other person or entity to, take any action, including initiating or joining in any legal proceeding that
is inconsistent with this Settlement Agreement or delay, impede, appeal, or take any other negative action, directly or indirectly, that could reasonably be expected to interfere with the prosecution of the Approval Motion; provided,
however, that in the event that the Debtors do not file the Approval Motion with the Bankruptcy Court on or before September 8, 2016 or the Alternative Settlement Agreement Order is not entered on or before November 15, 2016, the
Trustee, Collateral Trustee and Consenting Noteholders shall retain the right to (i) assert a secured claim for all outstanding principal, accrued interest, and expenses owed on account of the Notes, (ii) assert related rights as secured
creditors, including but not limited to claims under section 506(a) of the Bankruptcy Code and requests for adequate protection as may be appropriate, (iii) assert all available defenses against any challenges to the priority, enforceability,
and validity of the Mortgages, and (iv) assert any available claims for breach of the Indenture or the First Supplemental Indenture.” 

Section 2. Ratification  

Except as specifically provided for in this Amendment, no changes, amendments, or other modifications have been made on or prior to the date
hereof or are being made to the terms of the Settlement Agreement or the rights and obligations of the parties thereunder, all of which such terms are hereby ratified and confirmed and remain in full force and effect.  

Section 3. Effectiveness 
 This
Amendment shall become effective and binding on the Parties on the date counterpart signatures to this Amendment shall have been executed by (a) the Issuers, (b) the Guarantors, (c) the Trustee, (d) the Collateral Trustee, and
(e) the Consenting Noteholders party hereto. 
 Section 4. Headings 

Titles and headings in this Amendment are inserted for convenience of reference only and are not intended to affect the interpretation or
construction of the Amendment. 
 Section 5. Execution of Agreement 

This Amendment may be executed in counterparts, and by the different Parties hereto on separate counterparts, each of which when executed and
delivered shall constitute an original. Delivery of an executed counterpart by facsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart. 

  
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 Section 6. Governing Law; Jurisdiction 

(a) This Amendment shall be construed and enforced in accordance with, and the rights of the Parties shall be governed
by, the laws of the State of New York, without giving effect to the conflict of laws principles thereof. Each Party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Amendment in the
Bankruptcy Court, and solely in connection with claims arising under this Amendment: (i) irrevocably submits to the exclusive jurisdiction and the constitutional authority of the Bankruptcy Court; (ii) waives any objection to laying venue
in any such action or proceeding in the Bankruptcy Court; and (iii) waives any objection that the Bankruptcy Court is an inconvenient forum, does not have jurisdiction over any Party, or lacks the constitutional authority to enter final orders
in connection with such action or proceeding; provided, however, that this Amendment and the releases set forth herein may be submitted in any court, arbitration, and/or other legal proceeding to enforce the terms of such releases.

 (b) Each Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial
by jury in any legal proceeding arising out of, or relating to, this Amendment or the transactions contemplated hereby (whether based on contract, tort, or any other theory). Each Party (i) certifies that no representative, agent, or attorney
of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other Parties have been induced to enter into
this Amendment by, among other things, the mutual waivers and certifications in this Section 6. 
 [Signature pages follow] 

  
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 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as
of the date first above written. 
 ISSUERS: 
 LINN
ENERGY, LLC 
 LINN ENERGY FINANCE CORP. 
  

			
	By:	 	 /s/ Candice Wells

	Name:	 	Candice Wells
	Title:	 	Senior Vice President and General Counsel








 GUARANTORS: 

LINN ENERGY HOLDINGS, LLC 
 LINN EXPLORATION & PRODUCTION
MICHIGAN LLC 
 LINN MIDSTREAM, LLC 
 LINN MIDWEST ENERGY LLC

 LINN OPERATING, INC. 
 MID-CONTINENT I, LLC 

MID-CONTINENT II, LLC 
 MID-CONTINENT HOLDINGS I, LLC 

MID-CONTINENT HOLDINGS II, LLC 
  

			
	By:	 	 /s/ Candice Wells

	Name:	 	Candice Wells
	Title:	 	Senior Vice President and General Counsel

 LINN EXPLORATION MIDCONTINENT, LLC 

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

			
	By:	 	 /s/ Candice Wells

	Name:	 	Candice Wells
	Title:	 	Senior Vice President and General Counsel


  
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 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date set
forth above. 
  

			
	[ISSUER]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	[GUARANTOR]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	[TRUSTEE]
		
	By:	 	 /s/ Alan R. Halpern

	Name:	 	Alan R. Halpern
	Title:	 	Vice President
	
	[COLLATERAL TRUSTEE]
		
	By:	 	 /s/ Alan R. Halpern

	Name:	 	Alan R. Halpern
	Title:	 	Vice President
	
	[NOTEHOLDER]
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date set
forth above. 
  

			
	 Elliott Management Corporation
  

as investment manager on behalf of certain funds and accounts

		
	By:	 	 /s/ Elliot Greenberg

	Name:	 	Elliot Greenberg
	Title:	 	Vice President









 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date set
forth above. 
  

			
	FRANKLIN ADVISERS, INC., as investment manager on behalf of certain funds and accounts
		
	By:	 	 /s/ Glenn Voyles

	Name:	 	Glenn Voyles
	Title:	 	VP









 IN WITNESS
WHEREOF, the Parties hereto have executed this Amendment as of the date set forth above. 
  

			
	J.P. MORGAN SECURITIES LLC*, with respect to only its Credit Trading Group
		
	 By:
	 	 /s/ Christopher Cestaro

	 Name:
	 	 Christopher Cestaro

	 Title:
	 	 Authorized Signatory



 Notice Address: 

J.P. Morgan Securities LLC 
 Credit Trading Group 

277 Park Avenue, 11th Floor 

Mail Code: NY1-L204 
 New York, New York 10172 

Fax: 212-270-4074 
 Attention: Jeff Panzo 

Email: Jeffrey.L.Panzo@JPMorgan.com 
  

	*	The Settlement Agreement Amendment (the “Amendment”) applies only to the Credit Trading Group of J.P. Morgan Securities LLC (“CTG”) and the Notes Claims (“Notes”) beneficially
held by such group in the aggregate principal amount(s) set forth below the signature of J.P. Morgan Securities LLC on behalf of, and with respect to, CTG. Accordingly, the terms “Consenting Noteholders”, “Party”, and
“Parties” for all purposes of the Amendment mean and refer only to CTG and such business unit’s holdings of the Notes. For the avoidance of doubt, the Amendment does not apply to (i) credit facilities, claims, securities, notes, other
obligations or any other interests in the Issuers that may be held, acquired or sold by, or any activities, services or businesses conducted or provided by, any other group or business unit within, or affiliate of J.P. Morgan Securities LLC, (ii)
any credit facilities or indentures to which JPMorgan Chase & Co. or any of its affiliates (“Morgan”) is a party in effect as of the date hereof, (iii) any new indenture, amendment to an existing indenture, or debt or equity
securities offering involving Morgan, (iv) any direct or indirect principal activities undertaken by any Morgan entity engaged in the venture capital, private equity or mezzanine businesses, or portfolio companies in which they have investments, (v)
any ordinary course sales and trading activity undertaken by employees who are not a member of CTG, (vi) any Morgan entity or business engaged in providing private banking or investment management services, or (vii) any Notes Claims, loans, notes,
or related claims that may be beneficially owned by non-affiliated clients of J.P. Morgan Securities LLC or any of its affiliates or for which Morgan acts in a fiduciary capacity. 


[Signature Page to Settlement Agreement] 







 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date set
forth above. 
  

			
	Oaktree Capital Management, L.P., as Agent and Investment Manager on behalf of the Investors listed on Exhibit A
		
	By:	 	 /s/ Alan Adler

		 	Alan Adler
		 	Managing Director
		
	By:	 	 /s/ Zeljka Bosner

		 	Zeljka Bosner
		 	Managing Director