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Contains Material Non-public Information Provided Subject To Confidentiality Agreements For Illustrative Purposes Only Subject To Substantial Revisions Subject To Fre 408

Confidentiality Agreement

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 This Confidentiality Agreement involves

LINN ENERGY, LLC | Ad Hoc Group of Unsecured Noteholders Counterproposal

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Title: CONTAINS MATERIAL NON-PUBLIC INFORMATION PROVIDED SUBJECT TO CONFIDENTIALITY AGREEMENTS FOR ILLUSTRATIVE PURPOSES ONLY SUBJECT TO SUBSTANTIAL REVISIONS SUBJECT TO FRE 408
Date: 5/11/2016
Industry: Oil and Gas Operations     Sector: Energy

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Exhibit 99.3

 

 

Ad Hoc Group of Unsecured Noteholders Counterproposal

April 20, 2016


 

CONTAINS MATERIAL NON-PUBLIC INFORMATION

PROVIDED SUBJECT TO CONFIDENTIALITY AGREEMENTS

FOR ILLUSTRATIVE PURPOSES ONLY

SUBJECT TO SUBSTANTIAL REVISIONS

SUBJECT TO FRE 408

Reorganization Counter Proposal

Term Sheet

Transaction Overview

Treatment of Hedges

Revolving Credit Facility

due 2019

($3.1bn claim)

and

Term Loan due 2019

($0.5bn claim)

Second Lien Notes due 2020

($1.0bn claim)

Senior Notes

($3.0bn claim)

Restructuring of LINN to be achieved pursuant to a pre-arranged Chapter 11 plan, providing for: Pay-down of existing revolver and term loan obligations and replacement as set forth below Cash paydown and equitization of Senior Notes as set forth below Equitization of Second Lien Notes as set forth below MIP/KEIP Terms as set forth below Other terms TBD

Existing hedge book assumed to be liquidated in May 2016 with all hedges thereafter monetized Proceeds used to paydown existing first lien debt

Allowed secured claim equal to $3,594mm less breakage costs, if any Pay-down of $744mm less breakage costs, if any Claims to be replaced with a post-emergence term loan: $2,850mm 6 year maturity L+3.5% interest rate, 1.0% LIBOR floor Secured by substantially all assets Financial covenants based upon TBD

Option to receive equity allocated to Senior Notes in lieu of cash at a 10% discount to plan value

If the class votes in favor of the plan, allowed undisputed unsecured claim equal to $1.5bn

To receive pro rata share of 100% of reorganized equity shared with Senior Notes claims (subject to dilution by MIP/KEIP) Right to purchase new equity allocated to Senior Notes at a 10% discount to plan value

To be separately classified from second lien class and to receive pro rata share of (i) $450mm of cash plus any cash derived from exercise of equity option by banks or second lien and (ii) 100% of


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