0001104659-06-074854 Sample Contracts

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LINN ENERGY, LLC
Limited Liability Company Agreement • November 14th, 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:

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AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LINN ENERGY, LLC
Limited Liability Company Agreement • November 14th, 2006 • Linn Energy, LLC • Crude petroleum & natural gas • Delaware

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LINN ENERGY, LLC (this “Amendment”), dated as of October 24, 2006, is entered into and effectuated by the Board of Directors (the “Board”) of Linn Energy, LLC, a Delaware limited liability company (the “Company”), pursuant to authority granted to it in Sections 5.5 and 11.1 of the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of January 19, 2006 (the “Limited Liability Company Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Liability Company Agreement.

LINN ENERGY, LLC LONG-TERM INCENTIVE PLAN RESTRICTED UNIT GRANT AGREEMENT
Restricted Unit Grant Agreement • November 14th, 2006 • Linn Energy, LLC • Crude petroleum & natural gas

This Restricted Unit grant agreement (“Grant Agreement”) is made and entered into effective as of July 17, 2006, (the “Grant Date”) by and between LINN ENERGY, LLC, a Delaware limited liability company (together with its subsidiaries, the “Company”), and LISA D. ANDERSON (“Participant”).

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