SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 13, 2013 AMONG LINN ENERGY, LLC, AS BORROWER, THE GUARANTORS, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO JOINT BOOK...

EXHIBIT 10.29

EXECUTION VERSION

SECOND AMENDMENT

SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF DECEMBER 13, 2013

AMONG

LINN ENERGY, LLC,
AS BORROWER,

THE GUARANTORS,

XXXXX FARGO BANK, NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT,

AND

THE LENDERS PARTY HERETO

______________________________________________________________________________

JOINT BOOK RUNNERS AND JOINT LEAD ARRANGERS

XXXXX FARGO SECURITIES, LLC RBC CAPITAL MARKETS

SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) dated as of December 13, 2013, 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 (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 Lenders constituting the Majority Lenders to enter into this Second 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 Second Amendment. Unless otherwise indicated, all section or article references in this Second 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:

(a) deleting the following defined term in its entirety and replacing it with the following:

“‘Agreement’ means this Credit Agreement, as amended by the First Amendment and the Second Amendment, as the same may from time to time be further amended, modified, supplemented or restated.”

(b) adding the following defined term in its appropriate alphabetical order:

“‘Second Amendment’ means the Second Amendment to Credit Agreement dated as of December 13, 2013 among the Borrower, the Administrative Agent and the Majority Lenders.”

2.2 Amendment to Section 8.19(a). Section 8.19(a) is hereby amended by deleting the term “$700,000,000” in such Section and replacing it with “$1,200,000,000”.

Section 3. Conditions Precedent. This Second Amendment shall become effective on the date (such date, the “Second 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 The Administrative Agent shall have received from the Lenders constituting the Majority Lenders and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Second Amendment signed on behalf of such Person.

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

The Administrative Agent is hereby authorized and directed to declare this Second 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 3 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 4. Miscellaneous.

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

4.2 Ratification and Affirmation; Representations and Warranties. Each of the Borrower and the Guarantors hereby (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms 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 (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second 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 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.

4.3 Loan Document. This Second Amendment is a Loan Document.

4.4 Counterparts. This Second 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 Second Amendment

by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

4.5 NO ORAL AGREEMENT. THIS SECOND 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.

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

4.7 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 Second 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.

4.8 Severability. Any provision of this Second 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.

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

[SIGNATURES BEGIN NEXT PAGE]

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



BORROWER:	LINN ENERGY, LLC



	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Executive Vice President and Chief Financial Officer

Signature Page to Second Amendment

15110679



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 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
	Name:	Xxxxx Xxxxxx
	Title:	Executive Vice President and Chief Financial Officer



LENDERS:	XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender



	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Vice President



	ROYAL BANK OF CANADA



	By:	/s/ Xxx X. XxXxxxxxxxx
	Name:	Xxx X. XxXxxxxxxxx
	Title:	Authorized Signatory



	BARCLAYS BANK PLC



	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxxxx
	Title:	Vice President



	CITIBANK, N.A.



	By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Vice President



	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK



	By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Managing Director



	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Managing Director



	CREDIT SUISSE AG, CAYMAN ISLAND BRANCH



	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Authorized Signatory



	By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Authorized Signatory



	THE ROYAL BANK OF SCOTLAND PLC



	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorised Signatory



	XXX XXXX XX XXXX XXXXXX



	By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Managing Director



	BANK OF MONTREAL



	By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Managing Director



	XXXXXXXX XXXXXXXX XXXX XX XXXXXXXX, XXX XXXX AGENCY



	By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Executive Director



	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Managing Directory



	UBS AG, STAMFORD BRANCH



	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Director



	By:	/s/ Xxxxxxxx Xxxxxxxx
	Name:	Xxxxxxxx Xxxxxxxx
	Title:	Associate Director



	COMERICA BANK



	By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Vice President



	ING CAPITAL LLC



	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Director



	SOCIETE GENERALE



	By:	/s/ Xxxxx Xxxxxxxxx
	Name:	Xxxxx Xxxxxxxxx
	Title:	Director



	U.S. BANK NATIONAL ASSOCIATION



	By:	/s/ Xxxxxxxx X. Xxx
	Name:	Xxxxxxxx X. Xxx
	Title:	Vice President



	ABN AMRO CAPITAL USA LLC



	By:	/s/ Xxxxxxxxx Xxxxxxx
	Name:	Xxxxxxxxx Xxxxxxx
	Title:	Vice President



	By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Managing Director



	COMPASS BANK



	By:	/s/ Xxxxxxxx X. Xxxxx
	Name:	Xxxxxxxx X. Xxxxx
	Title:	Senior Vice President



	DNB CAPITAL LLC



	By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Title:	FVP



	By:	/s/ Xxxxxx X. Xxxxxxxxx
	Name:	Xxxxxx X. Xxxxxxxxx
	Title:	SVP & Head of Energy Americas



	UNION BANK, N.A.



	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President



	CAPITAL ONE, N.A.



	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Vice President



	SUNTRUST BANK



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



	BANK OF AMERICA, N.A.



	By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Director



	JPMORGAN CHASE BANK, N.A.



	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Authorized Officer



	DEUTSCHE BANK TRUST COMPANY AMERICAS



	By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	Title:	Vice President



	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Vice President



	XXXXXXX XXXXX BANK USA



	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Authorized Signatory



	MACQUARIE BANK LIMITED



	By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Managing Director



	By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Associated Director



	(Signed in London, POA Ref: #938 dated 22^nd of November 2012)



	XXXXXX XXXXXXX BANK, N.A.



	By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Authorized Signatory



	BP ENERGY COMPANY



	By:	/s/ Xxxx X. XxXxxxxxx
	Name:	Xxxx X. XxXxxxxxx
	Title:	Managing Director US Consumers



	BNP PARIBAS



	By:	/s/ Xxxxxx XXXXXXXXXXXXXX
	Name:	Xxxxxx XXXXXXXXXXXXXX
	Title:	Vice President



	By:	/s/ Xxxxxx XXXXXX-BOUVET
	Name:	Xxxxxx XXXXXX-BOUVET
	Title:	Associate



	BRANCH BANKING AND TRUST COMPANY



	By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Assistant Vice President



	SUMITOMO MITSUI BANKING CORPORATION



	By:	/s/ Xxxxx X. Xxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxx
	Title:	Managing Director



	WHITNEY BANK



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



	AMEGY BANK NATIONAL ASSOCIATION



	By:	/s/ H. Xxxxx Xxxxxx
	Name:	H. Xxxxx Xxxxxx
	Title:	Senior Vice President



	ASSOCIATED BANK, N.A.



	By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Senior Vice President



	KEYBANK NATIONAL ASSOCIATION



	By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	Senior Vice President



	THE HUNTINGTON NATIONAL BANK



	By:	/s/ Xxxxxxxx Xxxxxxxx
	Name:	Xxxxxxxx Xxxxxxxx
	Title:	VP



	FIFTH THIRD BANK



	By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Director



	NATIXIS



	By:	/s/ Xxxxx X. Xxxxxxx, III
	Name:	Xxxxx X. Xxxxxxx, III
	Title:	Managing Director



	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Managing Director



	TORONTO DOMINION (NEW YORK) LLC



	By:	/s/ XXXXXX XXXXXX
	Name:	XXXXXX XXXXXX
	Title:	AUTHORIZED SIGNATORY



	MIZUHO BANK, LTD.



	By:	/s/ Xxxx Mo
	Name:	Xxxx Mo
	Title:	Authorized Signatory



	XXXXXXX INCORPORATED



	By:	/s/ X. Xxxxxxxx
	Name:	X. Xxxxxxxx
	Title:	BU Leader 11.12.13

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SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 13, 2013 AMONG LINN ENERGY, LLC, AS BORROWER, THE GUARANTORS, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO JOINT BOOK...

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