SIXTH AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 12, 2015 AMONG LINN ENERGY, LLC, AS BORROWER, THE GUARANTORS, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO

EXECUTION VERSION

SIXTH AMENDMENT

TO

SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF MAY 12, 2015

AMONG

LINN ENERGY, LLC,
AS BORROWER,

THE GUARANTORS,

XXXXX FARGO BANK, NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT,

AND

THE LENDERS PARTY HERETO

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SIXTH AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS SIXTH AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Sixth Amendment”) dated as of May 12, 2015, 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 XXXXX 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, that certain Second Amendment dated as of December 13, 2013, that certain Third Amendment dated as of April 30, 2014, that certain Fourth Amendment dated as of August 6, 2014 and that certain Fifth Amendment dated as of September 10, 2014 (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 the Majority Lenders to enter into this Sixth 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 Sixth Amendment. Unless otherwise indicated, all section or article references in this Sixth 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 deleting the following defined terms and replacing them with the following:

“‘Agreement’ means this Credit Agreement, as amended by the First Amendment dated as of October 30, 2013, the Second Amendment dated as of December 13, 2013, the Third Amendment dated as of April 30, 2014, the Fourth Amendment dated as of August 6, 2014, the Fifth Amendment dated as of September 10, 2014 and the Sixth Amendment dated as of May 12, 2015, as the same may from time to time be further amended, modified, supplemented or restated.

‘LC Commitment’ at any time means Thirty Million Dollars ($30,000,000).

‘Tier I Lender’ means each Lender with a Maximum Credit Amount equal to or greater than $20,000,000.”

2.2 Amendment to Section 9.02(i). Section 9.02(i) is hereby amended by replacing the reference to Section 9.05(g)(iii) therein with a reference to Section 9.05(g).

2.3 Amendments to Section 9.05(g). Section 9.05(g) is hereby amended by deleting such Section in its entirety and replacing it with the following:

“(g)    Investments:

(i)    (A) made by the Borrower or any Guarantor in or to the Borrower or any other Guarantor, (B) made by any Subsidiary in or to the Borrower or any Guarantor, and (C) made by the Borrower or any Restricted Subsidiary in or to all other Restricted Subsidiaries which are not Guarantors which do not at any time exceed $10,000,000;

(ii)    made by the Borrower or any Restricted Subsidiary in any Unrestricted Subsidiary (other than Xxxxx), provided that (A) the aggregate amount of all such Investments at any one time shall not exceed $25,000,000 (excluding the amount of Investments permitted under Section 9.05(s) and 9.05(t)) and (B) the Borrowing Base Utilization Percentage is less than 80% immediately before and immediately after giving effect to such Investment; and

(iii)    in Xxxxx while it is an Unrestricted Subsidiary (A) for the purpose of (I) redeeming the Xxxxx Senior Debt in an amount not to exceed the amount of Debt permitted under Section 9.02(j) and (II) repaying in full and terminating the Debt under the Xxxxx Revolver in an amount not to exceed the then outstanding principal amount of the Debt thereunder, plus an amount necessary to pay any fees, expenses, accrued but unpaid interest and premiums related to such repayment and termination and (B) in addition to the Investments permitted under clause (A) above, provided that the Borrowing Base Utilization Percentage is less than 80% immediately before and immediately after giving effect to such Investment.”

Section 3. Borrowing Base. From and after the Sixth Amendment Effective Date, the Borrowing Base shall be, and hereby is, equal to the amount of $4,050,000,000 and the Available Borrowing Base shall be, and hereby is, equal to the amount of $3,550,000,000, which Borrowing Base and Available Borrowing Base shall remain in effect until the next Scheduled Redetermination, Interim Redetermination or the Borrowing Base is otherwise redetermined or adjusted in accordance with the Credit Agreement. Each of the Borrower, on the one hand, and the Administrative Agent and the Super Majority Tier 1 Lenders, on the other hand, agree that the redetermination of the Borrowing Base pursuant to this Section 3 shall constitute a Scheduled Redetermination. This

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Section 3 constitutes the New Borrowing Base Notice in accordance with Section 2.07 of the Credit Agreement.

Section 4. Conditions Precedent. This Sixth Amendment shall become effective on the date (such date, the “Sixth Amendment Effective Date”), when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement):

4.1 The Administrative Agent shall have received (a) all fees and other amounts due and payable on or prior to the Sixth Amendment Effective Date and all other fees the Borrower has agreed to pay in connection with this Sixth Amendment and (b) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.

4.2 The Administrative Agent shall have received from Lenders constituting all of the Tier 1 Lenders, the Borrower and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of this Sixth Amendment signed on behalf of such Person.

4.3 No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Sixth Amendment.

The Administrative Agent is hereby authorized and directed to declare this Sixth 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 4 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 5. Miscellaneous.

5.1 Confirmation. The provisions of the Credit Agreement, as amended by this Sixth Amendment, shall remain in full force and effect following the effectiveness of this Sixth Amendment.

5.2 Ratification and Affirmation; Representations and Warranties. Each of the Borrower and the Guarantors hereby (a) acknowledges the terms of this Sixth Amendment; (b) ratifies and affirms (i) 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 (ii) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Indebtedness in accordance with the terms thereof, after giving effect to this Agreement; and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Sixth 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

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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.

5.3 Loan Document. This Sixth Amendment is a Loan Document.

5.4 Counterparts. This Sixth 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 Sixth Amendment by facsimile transmission or other electronic delivery shall be effective as delivery of a manually executed counterpart hereof.

5.5 NO ORAL AGREEMENT. THIS SIXTH 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.

5.6 GOVERNING LAW. THIS SIXTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

5.7 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 Sixth 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.

5.8 Severability. Any provision of this Sixth 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.

5.9 Successors and Assigns. This Sixth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to be duly executed as of the date first written above.

BORROWER:	LINN ENERGY, LLC
	By:	/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		Executive Vice President and Chief Financial Officer

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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 MIDSTREAM, LLC (formerly Linn Gas Marketing, LLC)
	LINN EXPLORATION & PRODUCTION MICHIGAN LLC
	LINN MIDWEST ENERGY LLC
	By:	/s/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		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/ Xxxxx Xxxxxx
		Xxxxx Xxxxxx
		Executive Vice President and Chief Financial Officer

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LENDERS:	XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Director

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	ROYAL BANK OF CANADA
	By:	/s/ Xxx X. Xxxxxxxxxxx
	Name:	Xxx X. XxXxxxxxxxx
	Title:	Authorized Signatory

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	BARCLAYS BANK PLC
	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Assistant Vice President

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	CITIBANK, N.A.
	By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Vice President

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	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
	By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Managing Director
	By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Managing Director

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CREDIT SUISSE AG, CAYMAN ISLAND BRANCH
	By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Authorized Signatory
	By:	/s/ Xxxxx Xxxxxxxxxx
	Name:	Xxxxx Xxxxxxxxxx
	Title:	Authorized Signatory

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	THE ROYAL BANK OF SCOTLAND PLC
	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Authorised Signatory

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	THE BANK OF NOVA SCOTIA
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Director

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	BANK OF MONTREAL THE BANK OF NOVA SCOTIA
	By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Managing Director

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	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Authorized Signatory
	By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Authorized Signatory

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	UBS AG, STAMFORD BRANCH
	By:	s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Director
	By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	Title:	Associate Director

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	COMERICA BANK
	By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Senior Vice President

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	ING CAPITAL LLC
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Managing Director
	By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	Title:	Managing Director

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	SOCIETE GENERALE
	By:	/s/ Xxx Xxxxxxxxxxx
	Name:	Xxx Xxxxxxxxxxx
	Title:	Director

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	U.S. BANK NATIONAL ASSOCIATION
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Vice President

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	ABN AMRO CAPITAL USA LLC
	By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Managing Director
	By:	/s/ Xxxxxxxxx Xxxxxxx
	Name:	Xxxxxxxxx Xxxxxxx
	Title:	Director

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COMPASS BANK
	By:	/s/ Xxxxxxxx X. Xxxxx
	Name:	Xxxxxxxx X. Xxxxx
	Title:	Managing Director

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	DNB CAPITAL LLC
	By:	/s/ Asulv Xxxxx
	Name:	Asulv Xxxxx
	Title:	First Vice President
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Senior Vice President

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	MUFG UNION BANK, N.A. (f/k/a Union Bank, N.A.)
	By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxx Xxxxxxxxx
	Title:	Vice President

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	CAPITAL ONE, N.A.
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Sr. Vice President

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	SUNTRUST BANK
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Vice President

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	BANK OF AMERICA, N.A.
	By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Managing Director

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	JPMORGAN CHASE BANK, N.A.
	By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Authorized Officer

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	DEUTSCHE BANK AG NEW YORK BRANCH
	By:	/s/ Xxxx X. Xxxxxxxx
	Name:	Xxxx X. Xxxxxxxx
	Title:	Director
	By:	/s/ Xxxxx Xxxxxxxxx
	Name:	Xxxxx Xxxxxxxxx
	Title:	Vice President

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	XXXXXXX XXXXX LENDING PARTNERS LLC
	By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Authorized Signatory

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	MACQUARIE BANK LIMITED
	By:	/s/ Xxxxxx XxXxxxx
	Name:	Xxxxxx XxXxxxx
	Title:	Executive Director
	By:	/s/ Xxxxxx XxXxxxxx
	Name:	Xxxxxx XxXxxxxx
	Title:	Division Director

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	XXXXXX XXXXXXX BANK, N.A.
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

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	BP ENERGY COMPANY
	By:	/s/ Xxxx XxXxxxxxx
	Name:	Xxxx XxXxxxxxx
	Title:	Attorney-in-Fact

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	BNP PARIBAS
	By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Managing Director
	By:	/s/ Xxxxxx Xxxxxx-Bouvet
	Name:	Xxxxxx Xxxxxx-Bouvet
	Title:	Vice-President

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BRANCH BANKING AND TRUST COMPANY
	By:	/s/ Parud June
	Name:	Parud June
	Title:	Vice President

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SUMITOMO MITSUI BANKING CORPORATION
	By:	s/ Xxxxx X. Xxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxx
	Title:	Managing Director

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WHITNEY BANK
	By:	/s/ Liana Tchernysheva
	Name:	Liana Tchernysheva
	Title:	Senior Vice President

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ASSOCIATED BANK, N.A.
	By:	/s/ Xxxxxxxxx Xxxxxxx
	Name:	Xxxxxxxxx Xxxxxxx
	Title:	Portfolio Manager

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KEYBANK NATIONAL ASSOCIATION
	By:	/s/ Xxxx Xxxxxxxxxxx
	Name:	Xxxx Xxxxxxxxxxx
	Title:	Vice President

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THE HUNTINGTON NATIONAL BANK
	By:	/s/ Xxxxxxxx Xxxxxxxx
	Name:	Xxxxxxxx Xxxxxxxx
	Title:	Vice President

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FIFTH THIRD BANK
	By:	s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Director

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NATIXIS
	By:	/s/ Xxxxx X. Xxxxxxx, III
	Name:	Xxxxx X. Xxxxxxx, III
	Title:	Managing Director
	By:	/s/ Xxxxxx Xxxx
	Name:	Xxxxxx Xxxx
	Title:	Vice President

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	TORONTO DOMINION (NEW YORK) LLC
	By:	/s/ Xxxx Xxxxx
	Name:	Sovo Bozic
	Title:	Authorized Signatory

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MIZUHO BANK LTD.
	By:	/s/ Xxxx Mo
	Name:	Xxxx Mo
	Title:	Authorized Signatory

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XXXXXXX, XXXXXXXXXXXX
	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Authorized Signer

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	PNC BANK NATIONAL ASSOCIATION
	By:	/s/ Xxx Xxxxxxxx
	Name:	Xxx Xxxxxxxx
	Title:	Managing Director

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	NEXTERA ENERGY POWER MARKETING, LLC
	By:	/s/ Xxxxxxxx Xxxxxxxxxxx
	Name:	Xxxxxxxx Xxxxxxxxxxx
	Title:	Senior Vice President and Managing Director

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