SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of August 4, 2017, is among Linn Energy Holdco II LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”); Linn Energy Holdco LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (“Parent”); Holdings (as defined below); MidCo (as defined below); each of the Lenders from time to time party hereto; Royal Bank of Canada (in its individual capacity, “RBC”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Citibank, N.A., as syndication agent for the Lenders (the “Syndication Agent”) and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and PNC Bank National Association, as co-documentation agents for the Lenders (collectively, the “Documentation Agents”).
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT February 28, 2017Employment Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas • Texas
This Third Amended and Restated Employment Agreement (“Agreement”) replaces and supersedes in its entirety that Second Amended and Restated Employment Agreement dated December 17, 2008 (the “Prior Agreement”) and is entered into by and between LINN OPERATING, LLC, a Delaware limited liability company (the “Company”), and DAVID B. ROTTINO (the “Employee”), as of the date first set forth above (the “Effective Date”), on the terms set forth herein. LINN ENERGY, INC., a Delaware corporation, and the 100% parent of the Company (“Linn Energy”), is joining in this Agreement for the limited purposes of reflecting its agreement to the matters set forth herein as to it, but such joinder is not intended to make Linn Energy the employer of the Employee for any purpose.
TRANSITION SERVICES AND SEPARATION AGREEMENTTransition Services and Separation Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas • Texas
THIS TRANSITION SERVICES AND SEPARATION AGREEMENT (this “Agreement”), dated February 28, 2017, is made by and between Linn Operating, Inc., a Delaware corporation (“LOI”), Linn Midstream, LLC, a Delaware limited liability company (“LM”), Linn Energy, LLC, a Delaware limited liability company (“Linn Energy”), LinnCo, LLC, a Delaware limited liability company (“LC”), Linn Energy Finance Corp., a Delaware corporation (“LEF”), Linn Energy Holdings, LLC, a Delaware limited liability company (“LEH”), Linn Exploration & Production Michigan LLC, a Delaware limited liability company (“LE&PM”), Linn Exploration Midcontinent, LLC, a Delaware limited liability company (“LEM”), Linn Midwest Energy LLC, a Delaware limited liability company (“LME”), Mid-Continent I, LLC, a Delaware limited liability company (“MC-I”), Mid-Continent II, LLC, a Delaware limited liability company (“MC-II”), Mid-Continent Holdings I, LLC, a Delaware limited liability company (“MCH-I”), Mid-Continent Holdings II, LLC, a De
EMPLOYMENT AGREEMENTEmployment Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas • Delaware
This Employment Agreement (“Agreement”) is made and entered into by and between Blue Mountain Midstream LLC, a Delaware limited liability company (the “Company”), and Greg Harper (“Employee”), dated March 29, 2018 and effective as of April 2, 2018 (the “Effective Date”).
SECOND AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made and entered into this 31st day of October, 2017, by and among Roan Holdco LLC (as successor in interest to Linn Energy Holdings, LLC (“LEH”)), a Delaware limited liability company (“Roan Holdco”), Linn Operating, LLC, a Delaware limited liability company (“LOI” and together with Roan Holdco, “Linn”), Roan Holdings, LLC (as successor in interest to Citizen Energy II, LLC (“Citizen”), a Delaware limited liability company (“Roan Holdings”), and Roan Resources, LLC, a Delaware limited liability Company (“Company”). Linn, Roan Holdings and the Company are sometimes referred to collectively as the “Parties” and individually as a “Party.” Capitalized terms used but not defined in this Amendment will have the meanings given to such terms in the Contribution Agreement (defined below).
FIRST AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made and entered into this 31st day of August, 2017, by and among Linn Energy Holdings, LLC, a Delaware limited liability company (“LEH”), Linn Operating, LLC, a Delaware limited liability company (“LOI” and together with LEH, “Linn”), Citizen Energy II, LLC, an Oklahoma limited liability company (“Citizen”), and Roan Resources, LLC, a Delaware limited liability Company (“Company”). Linn, Citizen and Company are sometimes referred to collectively as the “Parties” and individually as a “Party.” Capitalized terms used but not defined in this Amendment will have the meanings given to such terms in the Contribution Agreement (defined below).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas
This First Amendment to Purchase and Sale Agreement (this “Amendment”), is dated as of February 27, 2018 (the “Execution Date”), by and among Linn Energy Holdings, LLC (“LEH”), Linn Operating, LLC (“LOI”, and together with LEH, “Seller”) and Altamont Energy LLC (f/k/a Wasatch Energy LLC) (“Buyer”). Seller, on the one hand, and Buyer on the other hand, are referred to collectively as the “Parties” and individually as a “Party.” Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas
This Amendment to Purchase and Sale Agreement (this “Amendment”) is made as of January 11, 2018, by and among Linn Energy Holdings, LLC, a Delaware limited liability company and Linn Operating, LLC, a Delaware limited liability company (collectively, “Seller”) and Scout Energy Group IV, LP a Texas limited partnership (“Buyer”). Seller and Buyer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Purchase Agreement (as hereinafter defined).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of September 29, 2017, is among LINN ENERGY HOLDCO II LLC, a Delaware limited liability company (the “Borrower”); LINN ENERGY HOLDCO LLC, a Delaware limited liability company (the “Parent”); LINN ENERGY, INC., a Delaware corporation (“Holdings”); each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the Parent and Holdings, the “Obligors”); ROYAL BANK OF CANADA, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as the Issuing Bank; and the Lenders signatory hereto.
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas
This Second Amendment to Purchase and Sale Agreement (this “Amendment”), is dated as of February 28, 2018 (the “Execution Date”), by and among Linn Energy Holdings, LLC (“LEH”), Linn Operating, LLC (“LOI”, and together with LEH, “Seller”) and Altamont Energy LLC (f/k/a Wasatch Energy LLC) (“Buyer”). Seller, on the one hand, and Buyer on the other hand, are referred to collectively as the “Parties” and individually as a “Party.” Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
THIRD AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas
THIS THIRD AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made and entered into this 29th day of November, 2017, by and among Linn Energy Holdings, LLC (“LEH”), a Delaware limited liability company, Linn Operating, LLC, a Delaware limited liability company (“LOI” and together with LEH, “Linn”), Citizen Energy II, LLC (“Citizen”), an Oklahoma limited liability company, and Roan Resources, LLC, a Delaware limited liability company (“Company”). Linn, Citizen and Company are sometimes referred to collectively as the “Parties” and individually as a “Party.” Capitalized terms used but not defined in this Amendment will have the meanings given to such terms in the Contribution Agreement (defined below).
FORM OF RESTRICTED SECURITY UNIT AGREEMENT PURSUANT TO THE BLUE MOUNTAIN MIDSTREAM LLC 2018 OMNIBUS INCENTIVE PLANRestricted Security Unit Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas • Texas
THIS RESTRICTED SECURITY UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Blue Mountain Midstream LLC, a Delaware limited liability company (the “Company”), and the Participant specified above, pursuant to the Blue Mountain Midstream LLC 2018 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
April 19, 2018 David B. Rottino RE: Change in Control Waiver: Conversion and Related Indemnity: Existing and Go-Forward Equity Arrangements Dear David:Change in Control Waiver • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas
This letter (this “Agreement”) will confirm our agreement relating to the terms of your equity awards issued in connection with your employment with Linn Energy, Inc. (“Linn Energy”) and its affiliates and successors (collectively, with Linn Energy, the “Linn Group”) and certain related issues with respect to the contemplated Spinoff (which, for purposes hereof, means any distribution by Linn Energy (or any successor or entity that, after the date of this Agreement, becomes the owner of 100% of Linn Energy) to its stockholders of the equity securities of an entity that conducts, or holds an interest in the entity that conducts, any of the three businesses described under “Strategic Plan to Separate into Three Companies” in Item 1 of Linn Energy’s Form 10-K filed for the year ended December 31, 2017).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas
This First Amendment to Purchase and Sale Agreement (this “Amendment”), dated as of June 30, 2017, is made and entered into by and among Linn Energy Holdings, LLC, a Delaware limited liability company, and Linn Operating, LLC, a Delaware limited liability company (collectively, “Seller”) and Denbury Onshore, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are each referred to as a “Party” and collectively referred to as the “Parties.” Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the PSA (as hereinafter defined).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas
This First Amendment to Purchase and Sale Agreement (this “Amendment”) is made as of July 10, 2017, by and among Linn Energy Holdings, LLC, a Delaware limited liability company, Linn Operating, LLC, a Delaware limited liability company, and Linn Midstream, LLC, a Delaware limited liability company (collectively, “Seller”) and Bridge Energy LLC a Delaware limited liability company (“Buyer”). Seller and Buyer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Purchase Agreement (as hereinafter defined).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas
This First Amendment to Purchase and Sale Agreement (this “First Amendment”) is made as of October 12, 2017, by and among Linn Energy Holdings, LLC, a Delaware limited liability company (“LEH”), Linn Operating, LLC, a Delaware limited liability company (“LOI”, and together with LEH, “Seller”) and Washakie Exaro Opportunities, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined in this First Amendment shall have the meanings given to such terms in the Purchase Agreement (as hereinafter defined).
LINN MIDSTREAM, LLC LINN CHISHOLM TRAIL CRYOGENIC GAS PLANT ENGINEERING AND CONSTRUCTION AGREEMENT #BK17056EC BCCK ENGINEERING INCORPORATED Midland, TX 79705 LINN MIDSTREAM, LLC 14701 Hertz Quail Springs Parkway Oklahoma City, OK 73134 June 13, 2017Engineering and Construction Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas • Texas
This Linn Chisholm Trail Cryogenic Gas Plant Engineering and Construction Agreement (this “Agreement”) is entered into this 13th day of June, 2017 (the “Effective Date”), between BCCK Engineering Incorporated, a Texas corporation (“BCCK”), and Linn Midstream, LLC a Delaware limited liability company (“Linn”), for the engineering and construction of a gas processing facility to be known as the Linn Chisholm Trail Cryogenic Gas Plant to be located in Grady County, Oklahoma.
LINN MIDSTREAM, LLC LINN CHISHOLM TRAIL CRYOGENIC GAS PLANT EQUIPMENT SUPPLY AGREEMENT #BK17056P BCCK ENGINEERING, INCORPORATED Midland, TX 79705 LINN MIDSTREAM, LLC 14701 Hertz Quail Springs Parkway Oklahoma City, OK 73134 June 13, 2017Equipment Supply Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas • Texas
This Linn Chisholm Trail Cryogenic Gas Plant Equipment Supply Agreement (this “Agreement”) is entered into this 13th day of June, 2017 (the “Effective Date”), between BCCK Engineering Incorporated, a Texas corporation (“BCCK”), and Linn Midstream, LLC a Delaware limited liability company (“Linn”), for the supply of equipment for a gas processing facility to be known as the Linn Chisholm Trail Cryogenic Gas Plant to be located in Grady County, Oklahoma.
FIRST AMENDMENT AND CONSENT DATED AS OF MAY 31, 2017 TO CREDIT AGREEMENT AND SECURITY AGREEMENT DATED AS OF FEBRUARY 28, 2017 AMONG LINN ENERGY HOLDCO II LLC, AS BORROWER, LINN ENERGY HOLDCO LLC, AS PARENT, LINN ENERGY, INC., AS HOLDINGS AND EACH OF...Credit Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas • Texas
THIS FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of May 31, 2017, among Linn Energy Holdco II, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”); Linn Energy Holdco LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (“Parent”); Linn Energy, Inc., a corporation duly formed and existing under the laws of the State of Delaware (“Holdings,” and collectively and severally with Parent, each a “Parent Guarantor”); each of the Subsidiaries set forth on the Schedule of Guarantors attached as Annex I to the Credit Agreement, as defined below, or otherwise from time to time party hereto (each a “Subsidiary Guarantor,” and collectively, the ”Subsidiary Guarantors”); each of the Lenders from time to time party hereto; and Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in su
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ROAN RESOURCES LLC a Delaware limited liability company August 31, 2017Limited Liability Company Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas • Texas
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended from time to time in accordance herewith, this “Agreement”) of ROAN RESOURCES LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Company”), is made and entered into as of August 31, 2017 (the “Execution Date”), by and between each of the Persons (as hereinafter defined) listed on Appendix II.
FORM OF PERFORMANCE-VESTING SECURITY UNIT AGREEMENT PURSUANT TO THE BLUE MOUNTAIN MIDSTREAM LLC 2018 OMNIBUS INCENTIVE PLANPerformance-Vesting Security Unit Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas • Texas
THIS PERFORMANCE-VESTING SECURITY UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Blue Mountain Midstream LLC, a Delaware limited liability company (the “Company”), and the Participant specified above, pursuant to the Blue Mountain Midstream LLC 2018 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
FOURTH AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • June 27th, 2018 • Riviera Resources, LLC • Crude petroleum & natural gas
THIS FOURTH AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made and entered into this 27th day of February, 2018, by and among Linn Energy Holdings, LLC (“LEH”), a Delaware limited liability company, Linn Operating, LLC, a Delaware limited liability company (“LOI” and together with LEH, “Linn”), Citizen Energy II, LLC (“Citizen”), an Oklahoma limited liability company, Roan Resources, LLC, a Delaware limited liability Company (“Company”). Linn, Citizen and the Company are sometimes referred to collectively as the “Parties” and individually as a “Party.” Capitalized terms used but not defined in this Amendment will have the meanings given to such terms in the Contribution Agreement (defined below).
