Exhibit 10.14
Execution Version
SECOND AMENDMENT TO CONTRIBUTION AGREEMENT
THIS SECOND AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is made and entered into this 31st day of October, 2017, by and among Roan Holdco LLC (as successor in interest to Linn Energy Holdings, LLC (“LEH”)), a Delaware limited liability company (“Roan Holdco”), Linn Operating, LLC, a Delaware limited liability company (“LOI” and together with Roan Holdco, “Linn”), Roan Holdings, LLC (as successor in interest to Citizen Energy II, LLC (“Citizen”), a Delaware limited liability company (“Roan Holdings”), and Roan Resources, LLC, a Delaware limited liability Company (“Company”). Linn, Roan Holdings and the Company are sometimes referred to collectively as the “Parties” and individually as a “Party.” Capitalized terms used but not defined in this Amendment will have the meanings given to such terms in the Contribution Agreement (defined below).
RECITALS
WHEREAS, the Parties entered into that certain Contribution Agreement, dated as of June 27, 2017, which was amended by that certain Second Amendment to Contribution Agreement between the Parties, dated as of August 31, 2017 (as amended, the “Contribution Agreement”).
WHEREAS,subsequent to execution of the Contribution Agreement and in accordance with the terms of the Amended and Restated Limited Liability Company Agreement of the Company, LEH transferred its member interest in the Company to Roan Holdco and Citizen transferred its member interest in the Company to Roan Holdings.
WHEREAS, the Parties desire to amend and modify certain terms and conditions of the Contribution Agreement.
NOW, THEREFORE, for and in consideration of the mutual agreements herein contained, the benefits to be derived by each Party, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
| a. | The last sentence of Section 4.2(b) is hereby deleted in its entirety and replaced with the following for all purposes: “Notwithstanding the foregoing, any Linn Title Benefits (i) within a Linn Section included in an asserted Linn Title Defect or (ii) created as a result of curing an asserted Linn Title Defect will be treated as a Linn Title Benefit if asserted prior to the Review Period so long as (x) Linn submits a Linn Title Benefit Notice in compliance with the previous sentence on or before November 30, 2017 or (y) Linn and Citizen agree to the existence and value of the Linn Title Benefit on or before December 7, 2017. The Parties agree that written agreement of the Linn Curative Representative and the Citizen Curative Representative (including agreement by email between the Curative Representatives) will be sufficient evidence of such agreement. |
