LINN ENERGY, INC. (NYSE:NBR) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

Exit Facility

On the Effective Date, to the terms of the Plan, Linn Energy
Holdco II LLC (Holdco II), as borrower, entered into a Credit
Agreement with the lenders party thereto and Wells Fargo Bank,
National Association, as administrative agent, (the Credit
Agreement), providing for a new reserve-based revolving loan (the
Revolving Loan) with up to $1.4 billion in borrowing commitments
and a new term loan (the Term Loan) in an original principal
amount of $300 million.

The initial borrowing base in respect of the Revolving Loan is
$1.4 billion and there are no scheduled borrowing base
redeterminations until April1, 2018. After such time and until
August 28, 2020, any scheduled redetermination of the borrowing
base resulting in a decrease of the borrowing base will cause the
borrowing base to be allocated into a conforming Revolving Loan
tranche and a non-conforming Revolving Loan tranche that, in the
aggregate, equal $1.4 billion. As of the Effective Date,
approximately $600.0 million in borrowings and approximately $7.4
million in undrawn letters of credit are outstanding under the
Revolving Loan.

The outstanding borrowings under the Revolving Loan bear interest
at a rate equal to a customary London interbank offered rate plus
an applicable margin of (a)3.50%per annum in the case of the
conforming Revolving Loan tranche and (b)5.50%per annum in the
case of the non-conforming Revolving Loan tranche. The Revolving
Loan is not subject to amortization. The conforming Revolving
Loan tranche matures on February28, 2021 and the non-conforming
Revolving Loan tranche matures on August28, 2020.

The Term Loan bears interest at a customary London interbank
offered rate plus 7.50%per annum, amortized quarterly. The Term
Loan matures on February 27, 2021. Holdco II has the right to
prepay any borrowings under the Credit Agreement at any time
without a prepayment penalty, other than customary breakage costs
with respect to eurocurrency loans.

The obligations under the Credit Agreement are guaranteed by Linn
Energy, Inc., Linn Energy Holdco LLC (Holdco) and Holdco IIs
subsidiaries, subject to customary exceptions (collectively, with
Holdco II, the Grantors). On the Effective Date, Holdco II and
Grantors entered into a Pledge Agreement and a Security Agreement
in favor of Wells Fargo Bank, National Association, as
administrative agent for the benefit of the secured parties, to
which the obligations of the Grantors under the Credit Agreement
were secured by liens on substantially all personal property of
the Grantors, subject to customary exceptions. In connection with
emergence from restructuring, the Grantors existing pre-petition
mortgages were reaffirmed. Within 30 days of closing the Credit
Agreement, the Grantors are required to execute certain amended
and restated mortgages and certain additional mortgages in order
to achieve collateral coverage of no less than 95% of the total
value of the proved reserves of the oil and gas properties of the
Grantors, and certain equipment and facilities associated
therewith, as required under the terms of the Credit Agreement.

The Credit Agreement requires New Linn to maintain (i)an asset
coverage ratio of at least 1.10 to 1.00, tested on (a)the date of
each scheduled borrowing base redetermination commencing with the
first scheduled borrowing base redetermination and (b)the date of
each additional borrowing base redetermination in conjunction
with an asset sale and (ii)a maximum total net debt to LTM
EBITDAX ratio initially of no more than 6.75 to 1.00 from the
period of March31, 2018 through December31, 2018, 6.50 to 1.00
from the period of March31, 2019 through March31, 2020, and 4.50
to 1.00 and from June30, 2020 and thereafter, in each case,
measured as of the last of each fiscal quarter.

The Credit Agreement also contains customary affirmative and
negative covenants, including as to compliance with laws
(including environmental laws, ERISA and anti-corruption laws),
maintenance of required insurance, delivery of quarterly and
annual financial statements, oil and gas engineering reports and
budgets, maintenance and operation of property (including oil and
gas properties), restrictions on the incurrence of liens and
indebtedness, mergers, consolidations and sales of assets,
transactions with affiliates and other customary covenants.

The Credit Agreement contains customary events of default and
remedies for credit facilities of this nature. If Holdco II does
not comply with the financial and other covenants in the Credit
Agreement, the lenders may, subject to customary cure rights,
require immediate payment of all amounts outstanding under the
Credit Agreement.

This summary is qualified in its entirety by reference to the
full text of the Credit Agreement, which is filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated by reference
herein.

Registration Rights Agreement

On the Effective Date, in accordance with the Plan and that
certain Backstop Commitment Agreement, dated October25, 2016 (the
Backstop Commitment Agreement), New Linn entered into a
Registration Rights Agreement (the Registration Rights Agreement)
with the recipients of shares of its ClassA common stock, par
value $0.001 per share (New Common Stock) distributed on the
Effective Date that (i)are party to the Backstop Commitment
Agreement (including certain affiliates and related funds) or
(ii)own at least 10%of New Common Stock or that are otherwise
reasonably determined to be an affiliate of New Linn
(collectively, the Registration Rights Holders).

The Registration Rights Agreement requires New Linn to file a
shelf registration statement (Initial Shelf Registration
Statement) within 60 calendar days following the Effective Date
that includes the Registrable Securities (as defined in the
Registration Rights Agreement) whose inclusion has been timely
requested, provided, however, that New Linn is not required to
file or cause to be declared effective an Initial Shelf
Registration Statement unless the request from Registration
Rights Holders amounts to at least 20% of all Registrable
Securities. The Registration Rights Agreement also provides the
Registration Rights Holders the ability to demand registrations
or underwritten shelf takedowns subject to certain requirements
and exceptions.

In addition, if New Linn proposes to register shares of New
Common Stock in certain circumstances, the Registration Rights
Holders will have certain piggyback registration rights, subject
to restrictions set forth in the Registration Rights Agreement,
to include their shares of New Common Stock in the registration
statement.

The Registration Rights Agreement also provides that (a)for so
long as New Linn is subject to the requirements to publicly file
information or reports with the Commission to Section13 or 15(d)
of the Exchange Act, New Linn will use best efforts to timely
file all information and reports with the Commission and comply
with all such requirements, and (b)if New Linn is not subject to
the requirements of Section13 or 15(d) of the Exchange Act, make
available information necessary to comply with Section4(a)(7) of
the Securities Act of 1933, as amended (the Securities Act) and
Rule 144 and Rule 144A, if available with respect to resales of
the Registrable Securities under the Securities Act, at all
times, all to the extent required from time to time to enable
such Registration Rights Holder to sell Registrable Securities
without registration under the Securities Act.

This summary of the Registration Rights Agreement does not
purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the Registration
Rights Agreement, which is filed as Exhibit 10.2 to this Current
Report on Form 8-K and incorporated by reference herein.

2017 Omnibus Incentive Plan

As provided in the Plan, the Company implemented the 2017 Omnibus
Incentive Plan (the Omnibus Incentive Plan), to which employees
and consultants of the Company and its affiliates are eligible to
receive stock options, restricted stock, performance awards,
other stock-based awards, and other cash-based awards.

The Companys Board of Directors (the Board) or any committee duly
authorized by the Board (the Committee) will administer the
Omnibus Incentive Plan. The Committee has broad authority under
the Omnibus Incentive Plan to, among other things: (i)select
participants; (ii)determine the types of awards that participants
are to receive and the number of shares that are to be subject to
such awards; and (iii)establish the terms and conditions of
awards, including the price (if any) to be paid for the shares or
the award. As of the Effective Date, an aggregate of 6,444,381
shares of New Common Stock are reserved for issuance under the
Omnibus Incentive Plan (the Share Reserve). Additional shares of
New Common Stock may be issued in excess of the Share Reserve for
the sole purpose of satisfying any conversion of Class B Units or
ClassA-2 Units, as applicable, into shares of New Common Stock to
the Limited Liability Company Operating Agreement of the Companys
subsidiary, Holdco, and the conversion procedures set forth
therein. If any stock option or other stock-based award granted
under the Omnibus Incentive Plan expires, terminates or is
canceled for any reason without having been exercised in full,
the number of shares of New Common Stock underlying any
unexercised award shall again be available for the purpose of
awards under the Omnibus Incentive Plan. If any shares of
restricted stock, performance awards or other stock-based awards
denominated in shares of New Common Stock awarded under the
Omnibus Incentive Plan are forfeited for any reason, the number
of forfeited shares shall again be available for purposes of
awards under the Omnibus Incentive Plan. Any award under the
Omnibus Incentive Plan settled in cash shall not be counted
against the maximum share limitation. As is customary in
incentive plans of this nature, each share limit and the number
and kind of shares available under the Omnibus Incentive Plan and
any outstanding awards, as well as the exercise or purchase
prices of awards, and performance targets under certain types of
performance-based awards, are subject to adjustment in the event
of certain reorganizations, mergers, combinations,
recapitalizations, stock splits, stock dividends or other similar
events that change the number or kind of shares outstanding, and
extraordinary dividends or distributions of property to the
Companys stockholders.

Thirty-eight and forty-six one hundredths of a percent (38.46%)of
the Share Reserve (the Emergence Pool) must be granted, as of the
Effective Date, in the form of restricted stock units (RSUs), to
(i)the Companys President and Chief Executive Officer, Mark E.
Ellis (24.00% of the Emergence Pool), Executive Vice President
and Chief Financial Officer, David B. Rottino (10.20% of the
Emergence Pool), Executive Vice President and Chief Operating
Officer, Arden L. Walker, Jr. (10.20% of the Emergence Pool), and
three Senior Vice Presidents (collectively receiving 15.60% of
the Emergence Pool), all of whom received their grants on the
Effective Date, and (ii)eight of the Companys Vice Presidents and
twenty-two of the Companys Managers and Directors (the remaining
40.00% of the Emergence Pool) (all such RSU awards, the Emergence
Awards), all of whom will receive grants within the ten days
immediately following the Effective Date. All of the Emergence
Awards were made and will be made, respectively, to the
corresponding forms of award agreement attached as exhibits to
the Omnibus Incentive Plan.

The portion of the Share Reserve that does not constitute the
Emergence Awards, plus any subsequent awards forfeited before
vesting (the Remaining Share Reserve), will be fully granted
within the 36-month period immediately following the Effective
Date (with such 36-month anniversary, the Final Allocation Date),
as determined by the Committee in a manner consistent with the
then prevailing practices of publicly traded EP companies. If a
Change in Control (as defined in the Omnibus Incentive Plan)
occurs before the Final Allocation Date, the Company will
allocate the entire remaining Share Reserve on a fully-vested
basis to actively employed employees (pro-rata based upon each
such employees relative awards) upon the consummation of the
Change in Control.

Upon a participants termination of employment and/or service (as
applicable), the Company has the right (but not the obligation)
to repurchase all or any portion of the shares of New Common
Stock acquired to an award at a price equal to the fair market
value (as determined under the Omnibus Incentive Plan) of the
shares of New Common Stock to be repurchased, measured as of the
date of the Companys repurchase notice.

This summary of the Omnibus Incentive Plan does not purport to be
complete and is subject to, and qualified in its entirety by
reference to, the full text of the Omnibus Incentive Plan, which
was previously filed as Exhibit 10.1 to the Companys registration
statement on Form S-8 filed with the Commission on the Effective
Date, which is incorporated by reference herein as Exhibit 10.3
to this Current Report on Form 8-K.

Membership Interest Purchase Agreement

to the terms of the Plan, on the Effective Date, LINN transferred
all of its assets, including equity interests in its
subsidiaries, other than Linn Acquisition Company, LLC (LAC) and
Berry Petroleum Company, LLC (Berry), to Holdco II, a newly
formed subsidiary of LINN and the borrower under the Credit
Agreement in exchange for 50% of the equity of HoldCo II and the
issuance of interests in the Credit Agreement to certain of LINNs
creditors in partial satisfaction of their claims (the
Contribution). Immediately following the Contribution, LINN
transferred 50% of the equity interests in Holdco II to New Linn
to a Membership Interest Purchase Agreement, dated as of the
Effective Date, by and between Holdco II and New Linn, in
exchange for approximately $530 million in cash and an amount of
equity securities in New Linn not to exceed 49.90% of the
outstanding equity interests of New Linn (the Disposition), which
LINN distributed to certain of its creditors in satisfaction of
their claims.

The foregoing description of the Membership Interest Purchase
Agreement does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the full text of the
Membership Interest Purchase Agreement, which is filed as
Exhibit10.6 to this Current Report on Form 8-K and incorporated
by reference herein.

Transition Services and Separation
Agreement

On the Effective Date and to the Plan and the Berry Plan, the
LINN Debtors and Berry entered into a Transition Services and
Separation Agreement (the TSSA). to the TSSA, among other things:
(i)LINN (as defined in the TSSA) and its affiliates will continue
to provide, or cause to be provided, certain administrative,
management, operating, and other services and support to Berry
(the Transition Services) during a transitional period following
the Effective Date, (ii) the LINN Debtors and the Berry Debtors
(as defined in the Berry Plan) will separate their previously
combined enterprise, and (iii) the LINN Debtors will transfer
certain assets to Berry that relate to Berrys properties or its
business, in each case under the terms and conditions specified
in the TSSA.

Berry will reimburse LINN (as defined in the TSSA) for any and
all reasonable, third-party out-of-pocket costs and expenses
without markup and reasonable and necessary travel expenses
actually incurred by LINN (as defined in the TSSA), to the extent
documented, in connection with providing the Transition Services.
Additionally, Berry will pay to LINN (as defined in the TSSA) a
management fee equal to $6,000,000 per month (prorated for
partial months) during the period from the Effective Date through
the date that is the last day of the second full calendar month
after the Effective Date (the Transition Period) and $2,700,000
per month (prorated for partial months) from the first day
following the Transition Period through the date that is the last
day of the second full calendar month thereafter (the Accounting
Period), and the scope of the Transition Services provided during
the Accounting Period will be reduced to certain accounting and
administrative functions.

LINN (as defined in the TSSA) will provide the Transition
Services until the earlier of (i) the end of the Accounting
Period or (ii) the date the TSSA is terminated in accordance with
its terms. Berry has a one-time option to extend the Transition
Period for one additional calendar month by providing written
notice to LINN (as defined in the TSSA) at least 15 days prior to
the end of the Transition Period.

The foregoing description of the TSSA does not purport to be
complete and is subject to, and qualified in its entirety by
reference to, the full text of the TSSA, which is filed as
Exhibit 10.7 to this Current Report on Form 8-K and incorporated
by reference herein.

Joint Operating Agreements

In connection with the TSSA, Berry and Linn Energy Holdings, LLC
(Holdings), either directly or through an affiliate, have entered
into two Joint Operating Agreements dated as of the Effective
Date governing the joint ownership and operation of certain oil
and gas assets with respect to which Berry and Holdings will
continue to have joint ownership from and after the Effective
Date.

to the terms and conditions of the Joint Operating Agreement
(based on A.A.P.L. Form 610Model Form Operating Agreement1989)
covering certain oil and gas assets located in a specified
contract area in Kansas (the Hugoton JOA), as such area is more
particularly described on Exhibit A thereto (the Hugoton Assets),
Linn Operating, Inc. (Opco), as agent for Holdings (which owns a
working interest in the Hugoton Assets), will be the operator of
the Hugoton Assets. Operations to drill new wells or to rework,
sidetrack, deepen, recomplete wells or plug back dry holes on the
Hugoton Assets shall be proposed by the parties and implemented
by Opco, as operator, to and in accordance with the terms of the
Hugoton JOA. From and after March 31, 2018, Berry (or its
affiliate or a third-party nominee) will have the right to become
operator for all purposes under the Hugoton JOA, upon notice and,
if applicable, certification to Holdings that any such
third-party nominee is reasonably qualified to operate and
develop the Hugoton Assets. Notwithstanding any other provision
of the Hugoton JOA to the contrary, (i) and upon notice, if Opco
or Holdings sells or transfers all of its interest in the Hugoton
Assets and/or all of its interest in the Hugoton JOA to a third
party (a Linn Exit Event), then Berry (or its affiliate) shall
automatically become operator for all purposes under the Hugoton
JOA contemporaneously with such Linn Exit Event; and (ii) if
Berry sells or transfers all of its interest in the Hugoton
Assets and/or all of its interest in the Hugoton JOA to a third
party (a Berry Exit Event), then Berrys transferee (or its
affiliate) shall automatically become operator for all purposes
under the Hugoton JOA contemporaneously with such Berry Exit
Event.

to the terms and conditions of that Joint Operating Agreement
(based on A.A.P.L. Form 610Model Form Operating Agreement1989)
covering certain oil and gas assets located in a specified
contract area in California (the Hill JOA), as such area is more
particularly described on Exhibit A thereto (the Hill Assets),
Berry, will be the operator of the Hill Assets. From and after
the Effective Date until May 31, 2018, development of the Hill
Assets shall be in accordance with the Initial Well and Facility
Program attached as Annex I to and made a part of the Hill JOA.
Any subsequent operations on the Hill Assets shall be proposed as
part of, and conducted in accordance with, a Subsequent Well and
Facility Program (as such term is defined in the Hill JOA). The
Hill JOA contains certain restrictions on Holdings ability to
transfer its interest in the Hill Assets, which provide, among
other things, that (i) Holdings may only sell all, and not part
of, its interest in the Hill JOA and the Hill Assets, (ii) if
Holdings desires to transfer its interest in the Hill Assets to a
third party, Berry has the right to include its interest in any
such sale (or, alternatively, to bid on Holdings interest) and
(iii) Berry has a limited right of first refusal to purchase
Holdings interest in the Hill Assets if Holdings desires to
transfer its interest to certain specified transferees. Further,
from and after March 31, 2018, Holdings (or its affiliate or a
third-party nominee) will have the right to become operator for
all purposes under the Hill JOA, upon notice and, if applicable,
certification to Berry that is reasonably qualified to operate
and develop the Hill Assets. Notwithstanding any other provision
of the Hill JOA to the contrary, (i) and upon notice, if Holdings
sells or transfers all of its interest in the Hill Assets to a
third party (a Holdings Exit Event), then Holdings transferee
shall automatically become operator for all purposes under the
Hill JOA contemporaneously with such Holdings Exit Event; and
(ii) in the event of a Berry Exit Event, then Holdings (or its
affiliate) shall automatically become operator for all purposes
under the Hill JOA contemporaneously with such Berry Exit Event.

The foregoing description of Hugoton JOA and Hill JOA do not
purport to be complete and are subject to, and qualified in their
entirety by reference to, the full text of Hugoton JOA and Hill
JOA, respectively, which are filed as Exhibits 10.8 and 10.9,
respectively, to this Current Report on Form 8-K and incorporated
by reference herein.

Item1.02 Termination of a Material Definitive
Agreement.

Equity Interests

In accordance with the Plan, each of LINNs units representing
limited liability company interests (units) outstanding prior to
the Effective Date was cancelled and extinguished, and each of
such units has no further force or effect after the Effective
Date.

Debt Securities and Credit Agreement

In accordance with the Plan, on the Effective Date, all
outstanding obligations under the following notes issued by LINN
and Linn Energy Finance Corp. (collectively, the Unsecured Notes)
and the related collateral agreements and registration rights, as
applicable, were cancelled and the indentures governing such
obligations were cancelled, except to the limited extent
expressly set forth in the Plan:

6.50% senior notes due May 2019, issued by LINN and Linn Energy Finance Corp. to that certain Indenture, dated as of May13, 2011, by and among LINN and Linn Energy Finance Corp., as issuers, the guarantors party thereto, and Wilmington Trust Company, in its capacity as successor trustee to U.S. Bank National Association (the Unsecured Senior Notes Trustee);

6.25% unsecured notes due November 2019, issued by LINN and Linn Energy Finance Corp. to that certain Indenture, dated as of March2, 2012, by and among LINN and Linn Energy Finance Corp., as issuers, the guarantors party thereto, and the Unsecured Notes Trustee;

8.625% senior notes due 2020, issued by LINN and Linn Energy Finance Corp. to that certain Indenture, dated as of April6, 2010, by and among LINN and Linn Energy Finance Corp., as issuers, the guarantors party thereto, and the Unsecured Notes Trustee;

7.75% senior notes due February 2021, issued by LINN and Linn Energy Finance Corp. to that certain Indenture, dated as of September13, 2010, by and among LINN and Linn Energy Finance Corp., as issuers, the guarantors party thereto, and the Unsecured Notes Trustee; and

6.50% senior notes due September2021, issued by LINN and Linn Energy Finance Corp. to that certain Indenture, dated as of September9, 2014, by and among LINN and Linn Energy Finance Corp., as issuers, the guarantors party thereto, and the Unsecured Notes Trustee.

In accordance with the Plan, on the Effective Date, all
outstanding obligations under the following notes issued by LINN
and Linn Energy Finance Corp. (the Second Lien Notes and,
together with the Unsecured Notes, the Notes) and the related
collateral agreements and registration rights, as applicable,
were cancelled and the indenture governing such obligations was
cancelled:

12.00% senior secured second lien notes issued by LINN to that certain indenture, dated November13, 2015 (the Second Lien Notes Indenture), by and among LINN and Linn Energy Finance Corp., as issuers, and Delaware Trust Company, as successor trustee and collateral trustee under the Second Lien Notes Indenture.

In accordance with the Plan, on the Effective Date, all
outstanding obligations under the following credit agreement (the
First Lien Credit Agreement) entered into by LINN and the related
collateral agreements were cancelled and the credit agreement
governing such obligations was cancelled:

that certain Sixth Amended and Restated Credit Agreement, dated as of April24, 2013, by and among LINN, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders and agents party thereto, as amended, modified, or otherwise supplemented from time to time.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement.

The description of the Credit Agreement included under Item1.01
of this Current Report on Form 8-K is incorporated by reference
herein.

Item3.02 Unregistered Sales of Equity
Securities.

On the Effective Date, to the Plan:

17,678,889 shares of New Common Stock were issued pro rata to holders of the Second Lien Notes with claims allowed under the Plan;

26,724,396 shares of New Common Stock were issued pro rata to holders of Unsecured Notes with claims allowed under the Plan;

471,110 shares of New Common Stock were issued to commitment parties under the Backstop Commitment Agreement in respect of premium due thereunder;

2,995,691 shares of New Common Stock were issued to commitment parties under the Backstop Commitment Agreement in connection with their backstop obligation thereunder; and

41,359,806 shares of New Common Stock were issued to participants in the rights offerings extended by the Company to certain holders of claims arising under the Second Lien Notes and certain holders of claims arising under the Unsecured Notes (including, in each case, certain of the commitment parties party to the Backstop Commitment Agreement).

With the exception of New Common Stock issued to commitment
parties to their obligations under the Backstop Commitment
Agreement, New Common Stock will be issued under the Plan to an
exemption from the registration requirements of the Securities
Act under Section1145 of the Bankruptcy Code. New Common Stock
issued to commitment parties to their obligations under the
Backstop Commitment Agreement will be issued under the exemption
from registration requirements of the Securities Act provided by
Section4(a)(2) thereof.

As of the Effective Date, there were 91,708,500 shares of New
Common Stock issued and outstanding.

Item3.03 Material Modifications to Rights of Security
Holders.

As provided in the Plan, all notes, stock, agreements,
instruments, certificates, and other documents evidencing any
claim against or interest in the LINN Debtors were cancelled on
the Effective Date and the obligations of the LINN Debtors
thereunder or in any way related thereto were fully released. The
securities that were cancelled on the Effective Date include all
of LINNs pre-Effective Date units as well as the Notes. For
further information, see the Explanatory Note and Items 1.01,
1.02 and 5.03 of this Current Report on Form 8-K, which are
incorporated by reference herein.

Item5.01 Changes in Control of Registrant.

As previously disclosed, on the Effective Date, all previously
issued and outstanding LINN units were cancelled, and New Linn
issued shares of New Common Stock to certain of its creditors to
the Plan. For further information, see Items 1.01, 1.02, 3.02 and
5.02 of this Current Report on Form 8-K, which are incorporated
herein by reference.

Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

On the Effective Date, by operation of the Plan, the following
persons ceased to serve as directors of LINN: Michael C. Linn,
David D. Dunlap, Stephen J. Hadden, Joseph P. McCoy and Jeffrey
C. Swoveland.

On the Effective Date, by operation of the Plan, the Board will
consist of seven members consisting of one class with terms
expiring at the annual meeting of stockholders.

Mark E. Ellis is New Linns President and Chief Executive Officer
in addition to serving on the Board. Mr.Ellis previously served
in several management level roles at LINN, including as Chairman,
President and Chief Executive Officer from December 2011 until
the Effective Date, as President, Chief Executive Officer and on
the Board from January 2010 to December 2011 and as President and
Chief Operating Officer from December 2007 to January 2010.
Before joining LINN, Mr.Ellis served as President of the Lower 48
for ConocoPhillips. Prior to joining ConocoPhillips, he served as
Senior Vice President of North American Production for Burlington
Resources. He first joined Burlington Resources in 1985 and
served in roles of increasing responsibility, including President
of Burlington Resources Canada Ltd. in Calgary, Vice President
and Chief Engineer, Vice President of the San Juan Division, and
Manager of Acquisitions. He began his career at The Superior Oil
Company, where he served in several engineering positions in the
onshore and offshore divisions. Mr.Ellis holds a bachelors degree
in petroleum engineering from Texas AM University. Mr.Ellis
serves on the boards of the American Exploration Production
Council, the Independent Petroleum Association of America and the
Houston Museum of Natural Science. Mr.Ellis is a member of the
Society of Petroleum Engineers. Mr.Ellis is a past board member
of the National Petroleum Council, New Mexico Oil Gas Association
and previously served on the Board of Governors of the Canadian
Association of Petroleum Producers.

David B. Rottino is New Linns Executive Vice President and Chief
Financial Officer in addition to serving on the Board. Mr.Rottino
previously served in several management level roles at LINN,
including Executive Vice President, Business Development and
Chief Accounting Officer from January 2014 to August 2015, as
Senior Vice President of Finance, Business Development and Chief
Accounting Officer from July 2010 to January 2014, and as Senior
Vice President and Chief Accounting Officer from June 2008 to
July 2010. Prior to joining LINN in June 2008, he was previously
employed at El Paso Energy, ConocoPhillips and Burlington
Resources in various finance, accounting and strategic planning
roles. He earned a bachelors in BBA from Texas Tech University
and an MBA from Texas Christian University.

Evan Lederman became a director of New Linn on the Effective
Date. Mr.Lederman is a Managing Directorand Co-Head of
Restructuring at Fir Tree Partners, which he joined in February
2011. Prior to joining Fir Tree, Mr.Lederman worked in the
Business Finance and Restructuring groups at Weil, Gotshal Manges
LLP and Cravath, Swaine Moore LLP. Mr.Lederman is currently a
member of the board, in his capacity as a Fir Tree employee, of
New Emerald Energy LLC. Mr.Lederman received a J.D. degree with
honors from New York University School of Law and a B.A., magna
cum laude, from New York University.

Matthew Bonanno became a director of New Linn on the Effective
Date. Mr.Bonanno joined York Capital Management in July 2010 and
is a Partner of the firm. Mr. Bonanno joined York from the
Blackstone Group where he worked as an Associate focusing on
restructuring, recapitalization and reorganization transactions.
Prior to joining the Blackstone Group, Mr.Bonanno worked on
financing and strategic transactions at News Corporation and as
an Investment Banker at JP Morgan and Goldman Sachs. Mr.Bonanno
is currently a member of the board of directors, in his capacity
as a York employee, of Rever Offshore AS, all entities
incorporated to Yorks partnership with Costamare Inc. and
Augustea Bunge Maritime, Next Decade LLC and Vantage Drilling Co.
Mr.Bonanno received a B.A. in History from Georgetown University
and an MBA in Finance from The Wharton School of the University
of Pennsylvania.

Kevin Mahony became a director of New Linn on the Effective Date.
Mr.Mahony is a Principal at Centerbridge Partners, which he
joined in July 2014. Prior to joining Centerbridge, Mr.Mahony was
an Associate at Oaktree Capital Management in its Global
Principal Group and an investment banking Analyst at Lazard in
its Restructuring Group. Mr.Mahony is currently a member of the
board of directors, in his capacity as a Centerbridge employee,
of Genco Shipping Trading Limited (NYSE: GNK). Mr.Mahony
graduated with honors from the University of Virginia with a B.S.
in Commerce with concentrations in finance, management and a
track in entrepreneurship, and a B.A. in Art History.

Andrew Taylor became a director of New Linn on the Effective
Date. Mr.Taylor is a member of the investment team of Elliott
Management Corporation, a New York-based trading firm. Mr. Taylor
is responsible for various corporate investments. Prior to
joining Elliott in 2015, Mr. Taylor held similar positions in
BlackRocks Distressed Products Group, R3 Capital Partners, and
the Global Principal Strategies team at Lehman Brothers.
Mr.Taylor earned a B.S. degree in mechanical engineering from
Rose-Hulman Institute of Technology in 1999, and an MBA degree,
with honors, from the University of Chicago Booth School of
Business in 2006.

Phil Brown became a director of New Linn on the Effective Date.
Mr.Brown joined P. Schoenfeld Asset Management (PSAM) in 2009 and
is a Partner of the firm, where he focuses on credit-oriented
investments across various industries. Prior to joining PSAM, Mr.
Brown held positions at Sun Capital Partners, Inc., an
operationally-focused private equity firm, and Buckeye Capital
Partners, an event-driven hedge fund. Mr. Brown began his career
as an investment banking analyst at Wasserstein Perella Co.
Mr.Brown graduated from Georgetown University in 1999 with
degrees in economics and history.

Indemnification of Directors and Executive
Officers

As of the Effective Date, New Linn entered into indemnity
agreements with each of its directors and executive officers. The
indemnity agreements require New Linn to (i)indemnify these
individuals to the fullest extent permitted under Delaware law
against liabilities that may arise by reason of their service to
New Linn and (ii)advance expenses reasonably incurred as a result
of any proceeding against them as to which they could be
indemnified. The indemnity agreements replaced previously entered
indemnity agreements between LINN and its directors and executive
officers. New Linn may enter into indemnity agreements with any
future directors or executive officers.

This summary of the form of the indemnity agreement does not
purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the form of indemnity
agreement, which is filed as Exhibit10.4 to the Companys
registration statement on Form S-8 filed with the SEC on the
Effective Date, which is incorporated by reference herein.

Executive Officers

On the Effective Date, the executive officers of New Linn will
consist of the following existing executive officers: Mark E.
Ellis, President and Chief Executive Officer; David B. Rottino,
Executive Vice President and Chief Financial Officer; Arden L.
Walker, Jr., Executive Vice President and Chief Operating
Officer; Jamin B. McNeil, Senior Vice PresidentHouston Division
Operations; Thomas E. Emmons, Senior Vice PresidentCorporate
Services; and Candice J. Wells, Senior Vice President, General
Counsel and Corporate Secretary.

Biographical information for Mark E. Ellis and David B. Rottino
is provided in this Item5.02, and biographical information about
the remainder of New Linns executive officers is set forth in
Amendment No.1 to LINNs Annual Report on Form 10-K/A for the year
ended December31, 2015, filed with the Commission on April20,
2016, under the section entitled Item 10. Directors, Executive
Officers and Corporate GovernanceDirectors and Executive Officers
of the Company, which information is incorporated by reference
herein.

Management Executive Employment
Agreements

On and effective as of February28, 2017, New Linn entered into
second amended and restated employment agreements with Mark E.
Ellis and Arden L. Walker, Jr., a third amended and restated
employment agreement with David B. Rottino and employment
agreements with Jamin B. McNeil, Thomas E. Emmons and Candice J.
Wells.

Mr.Ellis Second Amended and Restated Employment
Agreement. Mr.Ellis second amended and restated employment
agreement (the Ellis Agreement) is substantially the same as his
first amended and restated employment agreement, as further
amended, except as disclosed herein. The Ellis Agreement reflects
Mr.Ellis current base salary of $900,000 and current target bonus
of 115% of base salary and modifies Mr.Ellis definition of good
reason, for a termination of employment that is not within the
six months preceding or the two years following a change of
control of New Linn (a Change of Control), to include a reduction
in his then current target bonus percentage.

The Ellis Agreement amends Mr.Ellis cash severance, payable upon
a termination of employment by New Linn without cause or by
Mr.Ellis for good reason, in each case, that does not occur
within the six months preceding or the two years following a
Change of Control, to two times the sum of (i)his base salary at
the highest rate in effect at any time during the 36-month period
immediately preceding the employment termination date, plus
(ii)his target bonus for the year in which his termination
occurs.

Although Mr.Ellis remains entitled to accelerated vesting of all
of his outstanding and unvested long-term incentive awards upon a
termination of employment due to his death or disability, by New
Linn without cause or by Mr.Ellis for good reason (as each term
is defined in the Ellis Agreement), any unvested appreciation
profits interests, issued under Holdco Incentive Interest Plan,

will only vest to the extent the applicable performance condition
is satisfied (A)as of the employment termination date, or
(B)within (x)the six months following the employment termination
date, if the employment termination date occurs prior to the
first anniversary of the Effective Date, or (y)120 days following
the employment termination date, if the employment termination
date occurs after the first anniversary of the Effective Date.

The Ellis Agreement eliminates the gross-up for any taxes,
penalties or interest due as a result of the application of
Sections 280G and 4999 of the Internal Revenue Code (the Code)
and instead provides for a Code Section280G best-net cutback,
which would cause an automatic reduction in Mr.Ellis Change of
Control severance payments and benefits in the event such
reduction would result in Mr.Ellis receiving greater payments and
benefits on an after-tax basis. The Ellis Agreement also
eliminates the gross-up for any taxes, penalties or interest due
as a result of a violation of Section409A of the Code.

The foregoing description of the Ellis Agreement is incomplete
and is qualified in its entirety by reference to the complete
document, which is attached hereto as Exhibit10.11 and
incorporated herein by reference.

Mr.Rottinos Third Amended and Restated Employment
Agreement. Mr.Rottinos third amended and restated employment
agreement (the Rottino Agreement) is substantially the same as
his second amended and restated employment agreement, except as
disclosed herein. The Rottino Agreement reflects Mr.Rottinos
current base salary of $500,000 and current target bonus of 50%
of base salary and modifies Mr.Rottinos definition of good
reason, for a termination of employment that is not within the
six months preceding or the two years following a Change of
Control, to include a reduction in his then current target bonus
percentage.

The Rottino Agreement amends Mr.Rottinos cash severance, payable
upon a termination of employment by New Linn without cause or by
Mr.Rottino for good reason, to: (i)two times the sum of (x)his
base salary at the highest rate in effect at any time during the
36-month period immediately preceding the employment termination
date (the Rottino Highest Base Salary), plus (y)his target bonus
for the year in which his termination occurs, if the termination
does not occur within the six months preceding or the two years
following a Change of Control, and (ii)the sum of (x)the Rottino
Highest Base Salary, plus (y)his highest annual bonus paid in the
36-month period immediately preceding the Change of Control, if
the termination does occur within the six months preceding or the
two years following a Change of Control.

The Rottino Agreement also provides that, upon a termination of
employment due to his death or disability, by New Linn without
cause or by Mr.Rottino for good reason (as each term is defined
in the Rottino Agreement), all outstanding and unvested long-term
incentive awards will immediately vest, provided that any
unvested appreciation profits interests, issued under Holdco
Incentive Interest Plan, will only vest to the extent the
applicable performance condition is satisfied (A)on the
employment termination date, or (B)within (x)six months following
the employment termination date, if the employment termination
date occurs prior to the first anniversary of the Effective Date,
or (y)120 days following the employment termination date, if the
employment termination date occurs after the first anniversary of
the Effective Date.

The Rottino Agreement eliminates the gross-up for any taxes,
penalties or interest due as a result of the application of
Sections 280G and 4999 of the Code and instead provides for a
Code Section280G best-net cutback, which would cause an automatic
reduction in Mr.Rottinos Change of Control severance payments and
benefits in the event such reduction would result in Mr.Rottino
receiving greater payments and benefits on an after-tax basis.

The foregoing description of the Rottino Agreement is incomplete
and is qualified in its entirety by reference to the complete
document, which is attached hereto as Exhibit10.12 and
incorporated herein by reference.

Mr.Walkers Second Amended and Restated Employment
Agreement. Mr.Walkers second amended and restated employment
agreement (the Walker Agreement) is substantially the same as his
first amended and restated employment agreement, as further
amended, except as disclosed herein. The Walker Agreement
reflects Mr.Walkers current base salary of $500,000 and current
target bonus of 50% of base salary and modifies Mr.Walkers
definition of good reason, for a termination of employment that
is not within the six months preceding or the two years following
a Change of Control, to include a reduction in his then current
target bonus percentage.

The Walker Agreement amends Mr.Walkers cash severance, payable
upon a termination of employment by New Linn without cause or by
Mr.Walker for good reason, in each case, that does not occur
within the six months preceding or the two years following a
Change of Control, to two times the sum of (i)his base salary at
the highest rate in effect at any time during the 36-month period
immediately preceding the employment termination date, plus
(ii)his target bonus for the year in which his termination
occurs.

The Walker Agreement also provides that, upon a termination of
employment due to his death or disability, by New Linn without
cause or by Mr.Walker for good reason (as each term is defined in
the Walker Agreement), all outstanding and unvested long-term
incentive awards will immediately vest, provided that any
unvested appreciation profits interests, issued under Holdco
Incentive Interest Plan, will only vest to the extent the
applicable performance condition is satisfied (A)on the
employment termination date, or (B)within (x)six months following
the employment termination date, if the employment termination
date occurs prior to the first anniversary of the Effective Date,
or (y)120 days following the employment termination date, if the
employment termination date occurs after the first anniversary of
the Effective Date.

The Walker Agreement provides that, upon a termination of
employment due to his death or disability or by New Linn without
cause or by Mr.Walker for good reason, whether or not such
termination occurs in connection with a change in control (as
each term is defined in the Walker Agreement), all unvested
long-term incentive awards will immediately vest, provided that
any unvested appreciation profits interests, issued under Holdco
Incentive Interest Plan, will only vest to the extent the
applicable performance condition is satisfied (A)on the
employment termination date, or (B)within (x)six months following
the employment termination date, if the employment termination
date occurs prior to the first anniversary of the Effective Date,
or (y)120 days following the employment termination date, if the
employment termination date occurs after the first anniversary of
the Effective Date.

The Walker Agreement eliminates the gross-up for any taxes,
penalties or interest due as a result of the application of
Sections 280G and 4999 of the Code and instead provides for a
Code Section280G best-net cutback, which would cause an automatic
reduction in Mr.Walkers Change of Control severance payments and
benefits in the event such reduction would result in Mr.Walker
receiving greater payments and benefits on an after-tax basis.

The foregoing description of the Walker Agreement is incomplete
and is qualified in its entirety by reference to the complete
document, which is attached hereto as Exhibit10.13 and
incorporated herein by reference.

Mr. McNeils Employment Agreement.Mr. McNeils employment
agreement with the Company (the McNeil Agreement) provides for a
base salary of no less than $400,000 per year, which may be
increased (but not decreased) at the sole discretion of the
Board. Mr. McNeil will also have the opportunity to earn an
annual cash bonus (the Annual Bonus), subject to the Boards full
discretion. Mr. McNeils current target Annual Bonus opportunity
is 75% of his base salary and may be adjusted upward or downward
from time to time in the Boards sole discretion or replaced by
another methodology of determining Mr. McNeils target bonus (the
McNeil Target Bonus). Mr. McNeil is also eligible to receive
long-term incentive compensation awards from time to time during
the employment term, as determined in the Boards sole discretion.
The McNeil Agreement entitles Mr. McNeil to participate in the
benefit plans, programs and arrangements available to the
Companys other senior executives generally, subject to the terms
and conditions of such plans, programs and arrangements and the
Boards discretion to adopt, amend or terminate same from time to
time.

Upon any termination of employment with the Company, Mr. McNeil
will be entitled to: (i) his accrued but unpaid base salary as of
the termination date, (ii) any unreimbursed business expenses
incurred through the termination date, and (iii) any payments and
benefits to which he may be entitled under any benefit plans,
programs, or arrangements (collectively, the Accrued
Obligations).

If Mr. McNeils employment with the Company is terminated by the
Company without cause (as defined below) (and other than due to
his death or disability) or by Mr. McNeil for good reason (as
defined below) (each, a Qualifying Termination), in each case,
not within the six months preceding or the two years following a
Change of Control, then in addition to the Accrued Obligations
and subject to Mr. McNeils execution and non-revocation of a
general release of claims within the 60 days following his
employment termination date (which release will include a
non-disparagement provision), Mr. McNeil will be entitled to: (i)
a single lump sum payment in an amount equal to one and a half
times the sum of (A) his base salary at the highest rate in
effect at any time during the 36-month period immediately
preceding the employment termination date (the McNeil Highest
Base Salary), plus (B) the McNeil Target Bonus, with such amount
payable within 30 days of the employment termination date; (ii) a
pro-rated Annual Bonus in respect of the fiscal year of
termination equal to the product of (A) the McNeil Target Bonus,
and (B) a fraction, the numerator of which is the number of days
elapsed in the Companys fiscal year in which the termination
occurs through such termination and the denominator of which is
the number of days in such fiscal year (the Pro-Rated Bonus);
(iii) any accrued but unpaid Annual Bonus in respect of the
fiscal year prior to the fiscal year of termination (x) based on
actual performance, if the Board has already finally determined
the amount of such bonus as of the employment termination date,
or (y) equal to the Target Bonus, if the Board has not finally
determined the amount of such bonus as of the employment
termination date (in either case, the Unpaid Annual Bonus); (iv)
up to 18 months of continued health insurance benefits under the
terms of the Company group health plan, subject to his payment of
the employee-portion of the benefit premiums and terminable upon
his receipt of substantially similar benefits from a subsequent
employer; and (v) accelerated vesting of all of Mr. McNeils
outstanding and unvested long-term incentive awards, provided
that any unvested appreciation profits interests, issued under
Holdco Incentive Interest Plan, will only vest to the extent the
applicable performance condition is satisfied (A) on the
employment termination date, or (B) within (x) six months
following the employment termination date, if the employment
termination date occurs prior to the first anniversary of the
Emergence Date, or (y) 120 days following the employment
termination date, if the employment termination date occurs after
the first anniversary of the Effective Date. If Mr. McNeils
Qualifying Termination occurs within the six-month period
preceding or the two-year period following a Change of Control,
then he will receive the same payments and benefits set forth
above, except that the amount of his cash severance will increase
to two times the sum of the McNeil Highest Base Salary plus the
McNeil Target Bonus, with such amount payable within 30 days of
the employment termination date or, if the termination date
precedes the Change of Control, within the 30 days following a
Change of Control, if later.

If Mr. McNeils employment with the Company is terminated due to
his death or disability, then in addition to the Accrued
Obligations, Mr. McNeil will be entitled to: (i) the Pro-Rated
Bonus; (ii) the Unpaid Annual Bonus; and (iii) accelerated
vesting of all of Mr. McNeils outstanding and unvested long-term
incentive awards, provided that any unvested appreciation profits
interests, issued under Holdco Incentive Interest Plan, will only
vest to the extent the applicable performance condition is
satisfied (A) on the employment termination date, or (B) within
(x) six months following the employment termination date, if the
employment termination date occurs prior to the first anniversary
of the Emergence Date, or (y) 120 days following the employment
termination date, if the employment termination date occurs after
the first anniversary of the Effective Date.

For purposes of the McNeil Agreement, the Company will have cause
to terminate Mr. McNeils employment upon the occurrence of any of
the following: (i) his conviction of, or plea of nolo contendere
to, any felony or to any crime or offense causing substantial
harm to any of the Company or its direct or indirect subsidiaries
(whether or not for personal gain) or involving acts of theft,
fraud, embezzlement, moral turpitude or similar conduct; (ii) his
repeated intoxication by alcohol or drugs during the performance
of his duties; (iii) his willful and intentional misuse of any of
the funds of the Company or its direct or indirect subsidiaries,
(iv) his embezzlement; (v) his willful and material
misrepresentations or concealments on any written reports
submitted to any of the Company or its direct or indirect
subsidiaries; (vi) his willful and intentional material breach of
the McNeil Agreement; (vii) his material failure to follow or
comply with the reasonable and lawful written directives of the
Board; or (viii) conduct constituting his material breach of the
Companys then current (A) Code of Business Conduct and Ethics,
and any other written policy referenced therein, or (B) the Code
of Ethics for Chief Executive Officer and senior financial
officers, if applicable, provided that, in each case, he knew or
should have known such conduct to be a breach.

For a termination of employment that does not occur within the
six months preceding or the two years following a Change of
Control, the McNeil Agreement defines good reason as the
occurrence of any of the following without Mr. McNeils written
consent: (i) a reduction in his then current base salary or
Target Bonus percentage, or both; (ii) failure by the Company to
pay in full on a current basis (A) any of the compensation or
benefits described in the McNeil Agreement that are due and
owing, or (B) any amounts due and owing to him under any
long-term or short-term or other incentive compensation plans,
agreements or awards; (iii) material breach of any provision of
the McNeil Agreement by the Company; or (iv) any material
reduction in his title, authority, duties, responsibilities or
reporting relationship from those in effect as of the effective
date of the McNeil Agreement. For a termination of employment
that does occur within the six months preceding or the two years
following a Change of Control, the McNeil Agreement defines good
reason as the occurrence of any of the following without Mr.
McNeils written consent: (i) reduction in his then current base
salary or Target Bonus percentage, or both; (ii) failure by the
Company to pay in full on a current basis (A) any of the
compensation or benefits described in the McNeil Agreement that
are due and owing, or (B) any amounts due and owing to him under
any long-term or short-term or other incentive compensation
plans, agreements or awards; (iii) material breach of any
provision of the McNeil Agreement by the Company; (iv) any
material reduction in his title, authority, duties,
responsibilities or reporting relationship from those in effect
as of the effective date of the McNeil Agreement; or (v) a
relocation of his primary place of employment to a location more
than 50 miles from the Companys location on the day immediately
preceding the Change of Control.

The McNeil Agreement provides for a Code Section 280G best-net
cutback, which would cause an automatic reduction in Mr. McNeils
Change of Control severance payments and benefits in the event
such reduction would result in Mr. McNeil receiving greater
payments and benefits on an after-tax basis.

The McNeil Agreement subjects Mr. McNeil to employment term and
12-month post-employment non-competition and non-solicitation
restrictive covenants (which will not be enforceable following a
Qualifying Termination within the six months preceding or the two
years following a Change of Control), as well as assignment of
inventions and employment term and five-year post-employment
confidentiality covenants.

The foregoing description of the McNeil Agreement does not
purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the McNeil Agreement,
which is filed as Exhibit10.14 to this Current Report on Form 8-K
and incorporated by reference herein.

Mr. Emmons Employment Agreement.Mr. Emmons employment
agreement with the Company (the Emmons Agreement) provides for a
base salary of no less than $375,000 per year, which may be
increased (but not decreased) at the Boards sole discretion. Mr.
Emmons will also have the opportunity to earn an annual cash
bonus (the Emmons Annual Bonus), subject to the Boards full
discretion. Mr. Emmons current target Emmons Annual Bonus
opportunity is 75% of his base salary and may be adjusted upward
or downward from time to time in the Boards sole discretion, or
replaced by another methodology of determining Mr. Emmons target
bonus. Mr. Emmons is also eligible to receive long-term incentive
compensation awards from time to time during the employment term,
as determined in the Boards sole discretion.

The Emmons Agreement otherwise is the same as the McNeil
Agreement, provided that Mr. Emmons is not subject to the
post-employment non-competition and non-solicitation restrictive
covenants in light of his position within the Company.

The foregoing description of the Emmons Agreement does not
purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the Emmons Agreement,
which is filed as Exhibit10.15 to this Current Report on Form 8-K
and incorporated by reference herein.

Ms. Wells Employment Agreement.Ms. Wells employment
agreement with the Company (the Wells Agreement) provides for a
base salary of no less than $375,000 per year, which may be
increased (but not decreased) at the Boards sole discretion. Ms.
Wells will also have the opportunity to earn an annual cash bonus
(the Wells Annual Bonus), subject to the Boards full discretion.
Ms. Wells current target Emmons Annual Bonus opportunity is 75%
of her base salary and may be adjusted upward or downward from
time to time in the Boards sole discretion, or replaced by
another methodology of determining Ms. Wells target bonus. Ms.
Wells is also eligible to receive long-term incentive
compensation awards from time to time during the employment term,
as determined in the Boards sole discretion.

The Wells Agreement otherwise is the same as the McNeil
Agreement, provided that Ms. Wells is not subject to the
post-employment non-competition restrictive covenant in light of
her position within the Company.

The foregoing description of the Wells Agreement do not purport
to be complete and is subject to, and qualified in its entirety
by reference to, the full text of the Wells Agreement, which is
filed as Exhibit10.16 to this Current Report on Form 8-K and
incorporated by reference herein.

Certain Relationships and Related Party
Transactions

The transactions described under the headings Registration Rights
Agreement in Item1.01 and the transactions in connection with the
Backstop Commitment Agreement described in Item3.02 may be deemed
to be related party transactions. As such, the disclosure
contained therein is incorporated by reference into this
Item5.02.

Item5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On the Effective Date, to the Plan, New Linn filed the Amended
and Restated Certificate of Incorporation (the Certificate of
Incorporation) with the office of the Secretary of State of the
state of Delaware. Also on the Effective Date, and to the terms
of the Plan, New Linn adopted the Bylaws (the
Bylaws).Descriptions of the material provisions of the
Certificate of Incorporation and the Bylaws are contained in the
Companys registration statement on Form S-8 filed with the SEC on
the Effective Date, which description is incorporated by
reference herein.

The descriptions of the Certificate of Incorporation and the
Bylaws are qualified in their entirety by reference to the full
texts of the Certificate of Incorporation and the Bylaws, which
are incorporated herein as Exhibits 3.1 and 3.2, respectively,
from the Companys registration statement on Form S-8 filed with
the SEC on the Effective Date.

Item7.01 Regulation FD Disclosure.

On February28, 2017, New Linn issued a press release (the Press
Release) announcing the consummation of the Plan and emergence
from the Chapter 11 cases on the Effective Date, as disclosed
herein, a copy of which is furnished as Exhibit 99.2 hereto and
incorporated into this Item7.01 by reference.

On February 28, 2017, the Company posted to its website
Supplemental Emergence Presentation (the Presentation). The
Presentation is available on the Companys website,
www.linnenergy.com, and is also furnished as Exhibit 99.3 to this
Current Report on Form 8-K and incorporated into this Item 7.01
by reference.

All statements in this Item 7.01, the Press Release and the
Presentation, other than historical financial information, may be
deemed to be forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange
Act. Although the Company believes the expectations expressed in
such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future
performance, and actual results or developments may differ
materially from those in the forward-looking statements. See
LINNs Annual Report on Form 10-K for the year ended December 31,
2015 and LINNs and the Companys other filings with the SEC for a
discussion of other risks and uncertainties. The Company
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise.

In accordance with General Instruction B.2 of Form 8-K, the
information furnished to this Item7.01, and including Exhibit
99.2 and Exhibit 99.3 furnished herewith, will not be deemed
filed for purposes of Section18 of the Exchange Act, nor shall
such be deemed incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.

Item9.01 Financial Statements and Exhibits.

Exhibit Number		Description
2.1		Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and Its Debtor Affiliates Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC, dated January 25, 2017 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Linn Energy, LLC on January 31, 2017 (Case No. 16-60040))
3.1		Amended and Restated Certificate of Incorporation of Linn Energy, Inc. (incorporated by reference to Exhibit 3.1 of the Companys registration statement on Form S-8 filed on February 28, 2017)
3.2		Bylaws of Linn Energy, Inc. (incorporated by reference to Exhibit 3.2 of the Companys registration statement on Form S-8 filed on February 28, 2017)
4.1*		Form of specimen New Common Stock certificate of Linn Energy, Inc.
10.1*		Credit 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, subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent and the lenders party thereto
10.2*		Registration Rights Agreement dated as of February 28, 2017, among Linn Energy, Inc. and the holders party thereto
10.3		Linn Energy, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Companys registration statement on Form S-8 filed on February 28, 2017)
10.4		Form of Restricted Stock Unit Agreement (for executive officers with employment agreements) (incorporated by reference to Exhibit 10.2 of the Companys registration statement on Form S-8 filed on February 28, 2017)
10.5		Form of Restricted Stock Unit Agreement (for employees) (incorporated by reference to Exhibit 10.3 of the Companys registration statement on Form S-8 filed on February 28, 2017)
10.6*		Membership Interest Purchase Agreement, dated as of February 28, 2017, by and between Linn Energy, LLC and Linn Energy, Inc.
10.7*		Transition Services and Separation Agreement, dated as of February 28, 2017, by and between Linn Energy, LLC, LinnCo, LLC, and certain subsidiaries of Linn Energy, Inc. party thereto and Berry Petroleum Company, LLC
10.8*		Joint Operating Agreement, dated February 28, 2017, between Linn Operating, Inc., as operator, and Berry Petroleum Company, LLC, as non-operator (Hugoton)
10.9*		Joint Operating Agreement, dated February 28, 2017, between Berry Petroleum Company, LLC, as operator, and Linn Energy Holdings, LLC, as non-operator (Hill)
10.10		Form of Indemnity Agreement between Linn Energy, Inc. and the directors and officers of Linn Energy, Inc. (incorporated by reference to Exhibit 10.4 of the Companys registration statement on Form S-8 filed on February 28, 2017)
10.11*		Second Amended and Restated Employment Agreement of Mark E. Ellis, dated February 28, 2017
10.12*		Third Amended and Restated Employment Agreement of David B. Rottino, dated February 28, 2017
10.13*		Second Amended and Restated Employment Agreement of Arden L. Walker, Jr., dated February 28, 2017
10.14*		Employment Agreement of Jamin B. McNeil, dated February 28, 2017
10.15*		Employment Agreement of Thomas E. Emmons, dated February 28, 2017
10.16*		Employment Agreement of Candice J. Wells, dated February 28, 2017
99.1		Order Confirming the Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and Its Debtor Affiliates Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC, as entered by the Bankruptcy Court on January 27, 2017 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Linn Energy, LLC on January 31, 2017 (Case No. 16-60040))
99.2*		Press release, dated February 28, 2017, issued by Linn Energy, Inc.
99.3*		Supplemental Emergence Presentation, dated February 28, 2017

*	Filed herewith.

About LINN ENERGY, INC. (NYSE:NBR)

Nabors Industries Ltd. owns and operates a land-based drilling rig fleet in North America. The Company is a provider of offshore platform work over and drilling rigs. It conducts its Drilling & Rig Services business through four segments: U.S. Drilling, Canada Drilling, International Drilling and Rig Services. Its fleet of rigs and drilling-related equipment includes approximately 430 actively marketed rigs for land-based drilling operations in the United States, Canada and over 20 other countries throughout the world, and approximately 40 actively marketed rigs for offshore drilling operations in the United States and multiple international markets. It provides drilling technology and equipment, and well-site services, including engineering, transportation and disposal, construction, maintenance, well logging, directional drilling, rig instrumentation, data collection and other support services. In addition, it manufactures and leases or sells top drives and other rig equipment.

LINN ENERGY, INC. (NYSE:NBR) Recent Trading Information

LINN ENERGY, INC. (NYSE:NBR) closed its last trading session down -0.04 at 14.56 with 4,079,921 shares trading hands.