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Actionable news in LINE: Linn Energy, LLC,

Entry into a Material Definitive

The fall 2015 semi-annual borrowing base redetermination of the Sixth Amended and Restated Credit Agreement, dated April24, 2013 (as amended, the Amended Credit Facility) of Linn Energy, LLC (the Company or LINN) and the Second Amended and Restated Credit Agreement, dated November15, 2010 (as amended, the Berry Credit Facility) of Berry Petroleum Company (Berry) was completed in October 2015. In connection with these borrowing base redeterminations, on October21, 2015, the Company entered into the Seventh Amendment to the Amended Credit Facility (the Seventh Amendment) and Berry entered into the Eleventh Amendment to the Berry Credit Facility (the Eleventh Amendment).

Seventh Amendment to Sixth Amended and Restated Credit Agreement

Pursuant to the Seventh Amendment, the Borrowing B ase, as defined in the Amended Credit Facility (the LINN Borrowing Base), was reaffirmed in the amount of $4.05 billion (subject to the availability limit described below), which amount will remain in effect until it is redetermined or adjusted in accordance with the Amended Credit Facility. The Seventh Amendment further provides that the LINN Borrowing Base will automatically decrease to $3.6 billion January1, 2016, subject to any additional LINN Borrowing Base reduction for junior lien debt issued since the amendment, if the following conditions are not met on or before January 1, 2016: (i) the issuance by LINN of at least $250 million of junior lien debt; (ii) repayment and extinguishment of the Berry Credit Facility and (iii) the guarantee by Berry of the Amended Credit Facility or the merger or consolidation of Berry with a guarantor under the Amended Credit Facility, each so long as no default results therefrom (collectively, the Berry Consolidation). Notwithstanding the LINN Borrowing Base, borrowing availability under the Amended Credit Facility shall be limited to $3.6 billion (which amount includes the outstanding $500 million term loan) until the earlier of a) January1, 2016 or b) the date of the Berry Consolidation.

The Seventh Amendment also amends the Amended Credit Facility to provide for, among other things:


a springing maturity date equal to the earliest of (a) April6, 2019, the maturity date under the Amended Credit Facility prior to the execution of the Seventh Amendment, (b) 91 days prior to the stated maturity date of any outstanding Junior Lien Debt (as defined below) and (c) 91 days prior to the springing maturity date of any outstanding Junior Lien Debt, if applicable, if on such date, the condition that would cause the applicable springing maturity not to occur has not been satisfied;


the ability to incur up to $4.0 billion of Junior Lien Debt to accommodate exchanges of LINNs outstanding unsecured senior notes and Berrys senior notes or as additional indebtedness, but such additional indebtedness may not exceed $1.0 billion;