SECOND AMENDMENT TO SETTLEMENT AGREEMENT

Exhibit 10.2

SECOND AMENDMENT TO SETTLEMENT AGREEMENT

This SECOND AMENDMENT TO SETTLEMENT AGREEMENT, dated as of September 8, 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, as amended by the First Amendment to Settlement Agreement dated as of July 12, 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, the Parties entered into that certain First Amendment to Settlement Agreement dated as of July 12, 2016;

WHEREAS, pursuant to Section 17 of the Settlement Agreement, the Parties desire to further 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 23, 2016 or the Alternative Settlement Agreement Order is not entered on or before December 8, 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.

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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.

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 Amendment to be executed as of the date first above written.

ISSUERS:
LINN ENERGY, LLC
LINN ENERGY FINANCE CORP.
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
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/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Senior Vice President and General Counsel

LINN EXPLORATION MIDCONTINENT, LLC By: Mid-Continent Holdings II, LLC, its sole member as Member/Manager
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Senior Vice President and General Counsel

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/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Vice President

[COLLATERAL TRUSTEE]
By:		/s/ Xxxx X. Xxxxxxx
		Name:		Xxxx X. Xxxxxxx
		Title:		Vice President

[NOTEHOLDER]

By:

Name:

Title:

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/ Xxxx Xxxxx
Xxxx Xxxxx
Managing Director
By:		/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
Managing Director

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/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		VP

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

Xxxxxxx Management Corporation
as investment manager on behalf of certain funds and accounts
By:		/s/ Xxxxxx Xxxxxxxxx
Name:		Xxxxxx Xxxxxxxxx
Title:		Vice President

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

X.X. XXXXXX SECURITIES LLC*, with respect to only its Credit Trading Group
By:		/s/ Xxxxxxxxxxx Xxxxxxx
Name:		Xxxxxxxxxxx Xxxxxxx
Title:		Authorized Signatory

Notice Address:

X.X. Xxxxxx Securities LLC

Credit Trading Group

000 Xxxx Xxxxxx, 00^xx Xxxxx

Mail Code: XX0-X000

Xxx Xxxx, Xxx Xxxx 00000

Fax: 000-000-0000

Attention: Xxxx Xxxxx

Email: Xxxxxxx.X.Xxxxx@XXXxxxxx.xxx

*The Settlement Agreement (the “Agreement”) applies only to the Credit Trading Group of X.X. Xxxxxx 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 X.X. Xxxxxx Securities LLC on behalf of, and with respect to, CTG. Accordingly, the terms “Consenting Noteholders”, “Party”, and “Parties” for all purposes of the Agreement mean and refer only to CTG and such business unit’s holdings of the Notes. For the avoidance of doubt, the Agreement 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 X.X. Xxxxxx Securities LLC, (ii) any credit facilities or indentures to which JPMorgan Chase & Co. or any of its affiliates (“Xxxxxx”) 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 Xxxxxx, (iv) any direct or indirect principal activities undertaken by any Xxxxxx 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 Xxxxxx 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 X.X. Xxxxxx Securities LLC or any of its affiliates or for which Xxxxxx acts in a fiduciary capacity.

[Signature Page to Second Amendment to Settlement Agreement]

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

CITADEL EQUITY FUND LTD.
By:		Citadel Advisors LLC, its Portfolio Manager
By:		/s/ Xxxxxxxxxxx X. Xxxxxx
Name:		Xxxxxxxxxxx X. Xxxxxx
Title:		Authorized Signatory

				Address:		Citadel Equity Fund Ltd.
						c/o Citadel LLC
						000 Xxxxx Xxxxxxxx Xxxxxx;
						Xxxxxxx, XX 00000 Attn: Legal Department;
				E-mail address(es):		Ph: 000-000-0000; Fax: 000-000-0000
				Telephone:		with a mandatory copy sent via email to:
				Facsimile:		XxxxxxxXxxxxxxxxXxxxxx@xxxxxxx.xxx