Case Document 1287 Filed in TXSB on 12/06/16 Page 1 of 5

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1 Case Document 1287 Filed in TXSB on 12/06/16 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS VICTORIA DIVISION In re: Chapter 11 LINN ENERGY, LLC, et al., 1 Case No (DRJ Debtors. (Jointly Administered ENTERED 12/06/2016 AGREED ORDER BETWEEN DEBTORS AND EMS USA, INC. RESOLVING APPLICATION FOR ALLOWANCE AND PAYMENT OF ADMINISTRATIVE CLAIM (Docket No The above-captioned debtors and debtors in possession (collectively, the Debtors and EMS USA, Inc. ( EMS (and together with the Debtors, the Parties, and each, a Party, by and through their respective counsel, hereby enter into this agreed order (the Agreed Order as follows: WHEREAS, on May 11, 2016 (the Petition Date, the Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the Bankruptcy Court ; WHEREAS, the Debtors continue to operate and manage their businesses as debtors in possession pursuant to sections 1107(a and 1108 of the Bankruptcy Code; WHEREAS, Debtor Linn Operating, Inc. ( Linn Operating and EMS entered into that certain Master Service Agreement with EMS, dated June 27, 2016 (the MSA ; 1 The Debtors in these chapter 11 cases and the last four digits of each Debtor s federal tax identification number are as follows: Linn Energy, LLC (7591; Berry Petroleum Company, LLC (9387; LinnCo, LLC (6623; Linn Acquisition Company, LLC (4791; Linn Energy Finance Corp. (5453; Linn Energy Holdings, LLC (6517; Linn Exploration & Production Michigan LLC (0738; Linn Exploration Midcontinent, LLC (3143; Linn Midstream, LLC (9707; Linn Midwest Energy LLC (1712; Linn Operating, Inc. (3530; Mid-Continent I, LLC (1812; Mid-Continent II, LLC (1869; Mid-Continent Holdings I, LLC (1686; Mid-Continent Holdings II, LLC (7129. The Debtors principal offices are located at JPMorgan Chase Tower, 600 Travis Street, Houston, Texas

2 Case Document 1287 Filed in TXSB on 12/06/16 Page 2 of 5 WHEREAS, pursuant to the MSA, EMS furnished goods, services, and personnel for the performance related to three separate work orders (collectively, the Work Orders for Linn Operating s Tuttle, Oklahoma pipeline project (the Pipeline Project ; WHEREAS, on July 27, 2016, Linn Operating sent correspondence to EMS outlining its concerns and expectations regarding EMS s work up until that date; WHEREAS, on August 5, 2016 and August 8, 2016, Linn Operating notified EMS that Linn Operating was terminating the Work Orders related to the Pipeline Project for several reasons including EMS s delayed commencement of work, failure to follow instructions given by Linn Operating, failure to attend meeting where Linn Operating was to discuss concerns about EMS s work, staffing issues, and failure to meet the work schedule provided in EMS s bid; WHEREAS, EMS contends that, pursuant to Section 15.1 of the MSA, the termination was without cause and resulted in termination expenses pursuant to Section 15.3 of the MSA; WHEREAS, pursuant to the MSA, if Linn Operating terminates the contract without cause, then Linn Operating is required to pay EMS for all work properly performed and to reimburse EMS for all of its reasonable and necessary demobilization costs; WHEREAS, on September 23, 2016, EMS filed EMS USA, INC. s Application for Allowance and Payment of Administrative Expense Claim [Docket No. 1015] (the Application seeking and allowed administrative expense claim in the amount of $266,163.00; WHEREAS, the Debtors object to the relief requested in the Application; and WHEREAS, on September 27, 2016, Linn Operating paid EMS $112, for the Work Orders (the Prior Payment ; 2

3 Case Document 1287 Filed in TXSB on 12/06/16 Page 3 of 5 NOW, THEREFORE, IT IS HEREBY AGREED, AND UPON APPROVAL BY THE BANKRUPTCY COURT, IT IS SO ORDERED as follows: 1. This Agreed Order shall not be effective unless and until it has been entered by the Bankruptcy Court. 2. The foregoing recitals are incorporated into and made a substantive part of this Agreed Order. 3. Upon entry of this Agreed Order, the Debtors shall pay EMS an aggregate amount of $230, (including the Prior Payment in full and final satisfaction of the Application. 4. Upon entry of this Agreed Order, EMS shall pay that certain claim of Paragon Facilities Corp. ( Paragon related to the pre-lien notice filed pursuant to 42 Okl. St against the property owned by the Debtors located at N2940 Road and E. Tyler Street, Tuttle OK, and ensure that no lien is filed by Paragon against the Debtors or, if a lien is filed, that such lien is released. 5. Upon entry of this Agreed Order, EMS shall, on behalf of itself and its present and former officers, directors, stockholders, parent companies, subsidiary companies, affiliates, insurers, partners, employees, agents, attorneys, executors, administrators, predecessors, successors, and assigns, release and forever discharge, and be deemed to release and forever discharge, the Debtors and the Debtors present and former officers, directors, stockholders, parent companies, subsidiary companies, affiliates, insurers, partners, employees, agents, attorneys, executors, administrators, predecessors, successors, and assigns, in each case, in their respective capacity as such, from all manner of claims, causes of action, debts, demands, actions, suits, and liability, including, but not limited to, those related to the MSA, the Work Orders, or 3

4 Case Document 1287 Filed in TXSB on 12/06/16 Page 4 of 5 the Pipeline Project; provided, that nothing in this Agreed Order shall release any claims among the Parties related to the enforcement of this Agreed Order. 6. Upon entry of this Agreed Order, EMS shall indemnify, defend, and hold the Debtors, their estates, and their successors harmless against any costs, expenses, claims, damages, liens arising from EMS s work on the Pipeline Project, including any liens filed with respect to the Pipeline Project. 7. Upon entry of this Agreed Order, to the extent not provided for in this Agreed Order, EMS s Application is denied and any related proof of claim, including the proof of claim filed by EMS on September 23, 2016 [Prime Clerk Claim No. 7751], is disallowed and expunged. 8. Without limiting the foregoing, nothing in this Agreed Order shall constitute or be deemed: (a an admission as to the validity, amount, type, or priority of any particular claim against any party hereto other than claims specifically addressed in this Agreed Order; (b with respect to any claim, a change in the priority level existing in the absence of this Agreed Order; or (c a promise or requirement to pay any particular claim other than those specifically agreed to in this Agreed Order. 9. Neither this Agreed Order nor any negotiations and writings in connection with this Agreed Order will in any way be construed as or deemed to be evidence of or an admission on behalf of any Party hereto regarding any claim or right that such Party may have against the other Party unless such claim or right is specifically addressed in this Agreed Order. 10. This Agreed Order has been reviewed by the Parties hereto and their counsel, and each of the Parties enters into this Agreed Order voluntarily and without duress. There shall be 4

5 Case Document 1287 Filed in TXSB on 12/06/16 Page 5 of 5 no construction of any provision against the Debtors because this Agreed Order was drafted by the Debtors, and the parties hereto waive any statute or rule to such effect. 11. The Parties are authorized to take all actions necessary to effectuate the relief granted pursuant to this Agreed Order. 12. EMS and, subject to the Bankruptcy Court s approval of this Agreed Order, the Debtors, represent that they possess full power and authority to execute, deliver, and perform their respective obligations under this Agreed Order and that the persons executing this Agreed Order on their behalf are duly authorized to execute and deliver this Agreed Order. 13. The Bankruptcy Court shall retain exclusive jurisdiction to resolve any dispute arising from or related to the interpretation or enforcement of this Agreed Order. 14. This Agreed Order may be executed in identical counterparts, including by facsimile and/or electronic mail, each of which shall be deemed an original, but all of which together constitute one and the same instrument. IT IS SO ORDERED. Signed:, 2016 Houston, Signed: Texas December 06, DAVID R. JONES UNITED STATES BANKRUPTCY JUDGE DAVID R. JONES UNITED STATES BANKRUPTCY JUDGE 5