THIRD AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT (this Amendment) dated as of March 12, 2019, 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 MERGER SUB #1, LLC, a Delaware limited liability company (MidCo); RIVIERA RESOURCES, INC., a Delaware corporation (Holdings); each of the undersigned guarantors (the Guarantors, and together with the Borrower, the Parent, MidCo 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.
R E C I T A L S
A. The Borrower, the Parent, MidCo, Holdings, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of August 4, 2017 (as amended by the First Amendment and the Second Amendment, the Credit Agreement), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.
B. The Borrower and the other Obligors are parties to that certain Guarantee and Collateral Agreement dated as of August 4, 2017 made by each of the Grantors (as defined therein) in favor of the Administrative Agent.
C. The Borrower, the Parent, MidCo, Holdings, the Administrative Agent and the Lenders have agreed to amend certain provisions of the Credit Agreement as more fully set forth herein.
D. 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 Amendment, shall have the meaning ascribed to such term in the Credit Agreement. Unless otherwise indicated, all section, exhibit and schedule references in this Amendment refer to sections, exhibits or schedules of the Credit Agreement.
Section 2. Amendments to Credit Agreement.
2.1 Amendment to Cover Page. The cover page of the Credit Agreement is hereby amended by replacing MIDCO (AS DEFINED HEREIN), with LINN MERGER SUB #1, LLC, AS MIDCo,.
2.2 Amendment to Preamble. The preamble of the Credit Agreement is hereby amended by replacing MidCo (as defined below); with Linn Merger Sub #1, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (MidCo);.