exhibit10-1.htm



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










Houston 4003896                                                      

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














Houston 4003896                                                      

First Amendment

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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










Houston 4003896                                                      

First Amendment

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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






Houston 4003896                                                      

First Amendment

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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






Houston 4003896                                                      

First Amendment

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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

Title:    Senior Vice President

     Head of Corporate Banking





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










Houston 4003896                                                      

First Amendment

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









By:       _____________________  

Name:

Title:













 

Houston 4003896                                                      

First Amendment

Signature Page - 7