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Voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas WHEREAS, on May 11, 2016, Linn Energy and its subsidiaries (including Berry) filed WHEREAS, in connection with the provision of such services and support, various assets, contracts, permits, records, funds, and other rightsĪnd interests attributable or relating to Berrys business were acquired or have been held by or in the name of LOI, and various gathering, processing, sales and similar midstream and marketing contracts related to Hydrocarbons owned by Berry Personnel, have provided administrative, management, operating, and other services and support to Berry in accordance with an agency agreement and power of attorney WHEREAS, all employees of Berry that were retained after completion of such transactions became employees of LOI and, along with other LINN WHEREAS, on December 16, 2013, Berry completed the transactionsĬontemplated by the merger agreement between Linn Energy, LC, and Berry pursuant to which LC acquired all of the outstanding common shares of Berry and Berry became an indirect wholly owned subsidiary of Linn Energy Owns various oil and gas properties and associated assets WHEREAS, Berry is engaged in the business of onshore oil and natural gas exploration, development, and production in the United States and Respective meanings set forth in Exhibit A. Each of LINN andīerry is referred to in this Agreement individually as a Party, and LINN and Berry are referred to in this Agreement collectively as the Parties. Capitalized terms used in this Agreement shall have the
Term in this Agreement, LINN shall mean each, any or all of LOI, LM, Linn Energy, LC, LEF, LEH, LE&PM, LEM, LME, MC-I, MC-II, MCH-I and MCH-II as applicable to the context of such use), and Berry Petroleum Company, LLC, a Delaware limited liability company ( Berry). ( MCH-II) (LOI, LM, Linn Energy, LC, LEF, LEH, LE&PM, LEM, LME, MC-I, MC-II, MCH-I and MCH-II are referred to in this Agreement collectively as LINN provided, however, that with respect to particular uses of the Limited liability company ( MCH-I), Mid-Continent Holdings II, LLC, a Delaware limited liability company 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), LinnĮxploration & Production Michigan LLC, a Delaware limited liability company ( LE&PM), Linn Exploration Midcontinent, LLC, a Delaware limited liability company ( LEM), Linn Midwest Energy LLC, aĭelaware 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 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), THIS TRANSITION SERVICES AND SEPARATION AGREEMENT (this Agreement), dated February 28, 2017, is made by and between TRANSITION SERVICES AND SEPARATION AGREEMENT