CLASS C AMENDMENT AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LINN ENERGY, LLCLimited Liability Company Agreement • February 5th, 2007 • Linn Energy, LLC • Crude petroleum & natural gas • Delaware
THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LINN ENERGY, LLC (this “Amendment”), dated as of February 1, 2007, 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.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG LINN ENERGY, LLC AND THE PURCHASERS NAMED HEREINRegistration Rights Agreement • February 5th, 2007 • Linn Energy, LLC • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 1, 2007 by and among Linn Energy, LLC, a Delaware limited liability company (“Linn”), and ZLP Fund, L.P., Structured Finance Americas LLC, Royal Bank of Canada by its agent RBC Capital Markets Corporation, Credit Suisse Management LLC, GPS Partners LLC, Del Mar Onshore Partners LP, Lehman Brothers MLP Partners, L.P., Brahman Capital Corp., on behalf of certain funds and accounts it manages, Citigroup Global Markets Inc., Goldman, Sachs & Co., on behalf of its Principal Strategies Group, Alerian Opportunity Partners V L.P., RCH Energy MLP Fund, L.P., RCH Energy MLP Fund A, L.P., RCH Energy Opportunity Fund I, L.P., Energy Income and Growth Fund, Fiduciary/Claymore MLP Opportunity Fund, Jennison Utility Fund, Reservoir Master Fund, L.P., Shaar Fund LTD, Arbiter Partners, L.P., Diaco Investments, LP, Black Diamond Offshore Ltd., Double Black Diamond Offshore LDC, Calm Waters Partnership, Gracie C
