SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LINN ENERGY, LLCLimited Liability Company Agreement • January 19th, 2006 • Linn Energy, LLC • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LINN ENERGY, LLC, dated as of January 19, 2006 is entered into by Quantum, Clark Partners, Kings Highway Investment, Wauwinet Energy Partners, Michael C. Linn, Gerald W. Merriam and Roland P. Keddie, together with any other Persons who hereafter become Members in Linn Energy, LLC or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
11,750,000 Common Units LINN ENERGY, LLC Representing Limited Liability Company Interests UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2006 • Linn Energy, LLC • Crude petroleum & natural gas • New York
Linn Energy, LLC, a Delaware limited liability company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 11,750,000 units (the “Firm Units”) representing limited liability company interests of the Company (“Units”). The respective amounts of the Firm Units to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 1,762,500 additional Units (the “Option Units”) as set forth below. The Firm Units and the Option Units (to the extent the aforementioned option is exercised) are collectively referred to herein as the “Offered Units.” This is to confirm the agreement among (i) the Company, (ii) Linn Operating, Inc., a Delaware corporation (“Linn Operating”), (iii) Linn Energy Holdings, LLC, a Delaware limited liability company (“Linn Holdings”), (iv) Chipperco, LLC, a Delaware lim
