**Exhibit3.3**

**SECONDAMENDED AND RESTATED**

**LIMITEDLIABILITY COMPANY AGREEMENT**

**OF**

**LINNENERGY, LLC**

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**TABLE OF CONTENTS**
| ARTICLE I DEFINITIONS                                            | 1      |
|------------------------------------------------------------------|--------|
| Section 1.1                                                      |   | Definitions |   | 1 |
| Section 1.2                                                      |   | Construction |   | 15 |
|                                                             |   |   |   |   |
| ARTICLE II ORGANIZATION                                          | 15     |
| Section 2.1                                                      |   | Formation |   | 15 |
| Section 2.2                                                      |   | Name |   | 15 |
| Section 2.3                                                      |   | Registered Office; Registered Agent; Principal  Office; Other Offices | 15 |
| Section 2.4                                                      |   | Purposes and Business |   | 16 |
| Section 2.5                                                      |   | Powers |   | 16 |
| Section 2.6                                                      |   | Power of Attorney |   | 16 |
| Section 2.7                                                      |   | Term |   | 18 |
| Section 2.8                                                      |   | Title to Company Assets |   | 18 |
|                                                             |   |   |   |   |
| ARTICLE III RIGHTS OF MEMBERS                                    | 18     |
| Section 3.1                                                      |   | Members |   | 18 |
| Section 3.2                                                      |   | Management of Business |   | 19 |
| Section 3.3                                                      |   | Outside Activities of the Members |   | 19 |
| Section 3.4                                                      |   | Rights of Members |   | 19 |
|                                                             |   |   |   |   |
| ARTICLE IV  CERTIFICATES; RECORD HOLDERS; TRANSFER OF INTERESTS; |   |
| REDEMPTION OF  INTERESTS                                         |   | 20 |
| Section 4.1                                                      |   | Certificates |   | 20 |
| Section 4.2                                                      |   | Mutilated, Destroyed, Lost or Stolen Certificates |   | 21 |
| Section 4.3                                                      |   | Record Holders |   | 21 |
| Section 4.4                                                      |   | Transfer Generally |   | 22 |
| Section 4.5                                                      |   | Registration and Transfer of Member Interests |   | 22 |
| Section 4.6                                                      |   | Restrictions on Transfers |   | 23 |
| Section 4.7                                                      |   | Citizenship Certificates; Non-citizen Assignees |   | 23 |
| Section 4.8                                                      |   | Redemption of Interests of Non-citizen Assignees |   | 24 |
|                                                             |   |   |   |   |
| ARTICLE V CAPITAL CONTRIBUTIONS AND ISSUANCE OF  INTERESTS       | 25     |
| Section 5.1                                                      |   | Redemption or Exchange of the Pre-Initial Offering  Interests. | 25 |
| Section 5.2                                                      |   | Contributions by Initial Members |   | 25 |
| Section 5.3                                                      |   | Interest and Withdrawal |   | 26 |
| Section 5.4                                                      |   | Capital Accounts |   | 26 |
| Section 5.5                                                      |   | Issuances of Additional Company Securities |   | 29 |
| Section 5.6                                                      |   | Limitations on Issuance of Additional Company  Securities | 29 |
| Section 5.7                                                      |   | No Preemptive Rights |   | 29 |
| Section 5.8                                                      |   | Splits and Combinations |   | 30 |
| Section 5.9                                                      |   | Fully Paid and Non-Assessable Nature of Interests |   | 30 |
|                                                             |   |   |   |   |
| ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS                         |   | 30 |
| Section 6.1                                                      |   | Allocations for Capital Account Purposes |   | 30 |
| Section 6.2                                                      |   | Allocations for Tax Purposes |   | 35 |

 

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| Section 6.3                                                          |   | Requirement of Distributions; Distributions to  Record Holders                        | 38     |
|----------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------|--------|
| Section 6.4                                                          |   | Distributions of Available Cash.                                                      |   | 39 |
|                                                                 |   |                                                                                  |   |   |
| ARTICLE VII MANAGEMENT AND OPERATION OF BUSINESS                     | 39     |
| Section 7.1                                                          |   | Board of Directors                                                                    |   | 39 |
| Section 7.2                                                          |   | Certificate of Formation                                                              |   | 43 |
| Section 7.3                                                          |   | Restrictions on the Board of Directors’ Authority                                |   | 44 |
| Section 7.4                                                          |   | Officers.                                                                             |   | 44 |
| Section 7.5                                                          |   | Outside Activities                                                                    |   | 46 |
| Section 7.6                                                          |   | Loans or Contributions from the Company or Group  Members                             | 46     |
| Section 7.7                                                          |   | Indemnification                                                                       |   | 47 |
| Section 7.8                                                          |   | Exculpation of Liability of Indemnitees                                               |   | 50 |
| Section 7.9                                                          |   | Resolution of Conflicts of Interest; Standards of  Conduct and Modification of Duties | 51     |
| Section 7.10                                                         |   | Duties of Officers and Directors                                                      |   | 52 |
| Section 7.11                                                         |   | Purchase or Sale of Company Securities                                                |   | 52 |
| Section 7.12                                                         |   | Reliance by Third Parties                                                             |   | 52 |
|                                                                 |   |                                                                                  |   |   |
| ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS                  |   | 53                                                                                    |
| Section 8.1                                                          |   | Records and Accounting                                                                |   | 53 |
| Section 8.2                                                          |   | Fiscal Year                                                                           |   | 53 |
| Section 8.3                                                          |   | Reports                                                                               |   | 53 |
|                                                                 |   |                                                                                  |   |   |
| ARTICLE IX TAX MATTERS                                               |   | 54                                                                                    |
| Section 9.1                                                          |   | Tax Returns and Information                                                           |   | 54 |
| Section 9.2                                                          |   | Tax Elections                                                                         |   | 54 |
| Section 9.3                                                          |   | Tax Controversies                                                                     |   | 54 |
| Section 9.4                                                          |   | Withholding                                                                           |   | 54 |
|                                                                 |   |                                                                                  |   |   |
| ARTICLE X DISSOLUTION AND LIQUIDATION                                |   | 55                                                                                    |
| Section 10.1                                                         |   | Dissolution                                                                           |   | 55 |
| Section 10.2                                                         |   | Liquidator                                                                            |   | 55 |
| Section 10.3                                                         |   | Liquidation                                                                           |   | 55 |
| Section 10.4                                                         |   | Cancellation of Certificate of Formation                                              |   | 56 |
| Section 10.5                                                         |   | Return of Contributions                                                               |   | 56 |
| Section 10.6                                                         |   | Waiver of Partition                                                                   |   | 56 |
| Section 10.7                                                         |   | Capital Account Restoration                                                           |   | 56 |
|                                                                 |   |                                                                                  |   |   |
| ARTICLE XI AMENDMENT OF AGREEMENT; MEETINGS OF  MEMBERS; RECORD DATE | 57     |
| Section 11.1                                                         |   | Amendment of Limited Liability Company Agreement                                      |   | 57 |
| Section 11.2                                                         |   | Amendment Requirements                                                                |   | 59 |
| Section 11.3                                                         |   | Unitholder Meetings                                                                   |   | 59 |
| Section 11.4                                                         |   | Notice of Meetings of Members                                                         |   | 60 |
| Section 11.5                                                         |   | Record Date                                                                           |   | 61 |
| Section 11.6                                                         |   | Adjournment                                                                           |   | 61 |
| Section 11.7                                                         |   | Waiver of Notice; Approval of Meeting                                                 |   | 61 |

 

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| Section 11.8                                   |   | Quorum; Required Vote for Member Action; Voting for  Directors | 61     |
|------------------------------------------------|--------|----------------------------------------------------------------|--------|
| Section 11.9                                   |   | Conduct of a Meeting; Member Lists                             |   | 62 |
| Section 11.10                                  |   | Action Without a Meeting                                       |   | 62 |
| Section 11.11                                  |   | Voting and Other Rights                                        |   | 62 |
| Section 11.12                                  |   | Proxies and Voting                                             |   | 63 |
| Section 11.13                                  |   | Notice of Member Business and Nominations                      |   | 63 |
|                                           |   |                                                           |   |   |
| ARTICLE XII MERGER                             | 66     |
| Section 12.1                                   |   | Authority                                                      |   | 66 |
| Section 12.2                                   |   | Procedure for Merger or Consolidation                          |   | 67 |
| Section 12.3                                   |   | Approval by Members of Merger or Consolidation                 |   | 67 |
| Section 12.4                                   |   | Certificate of Merger                                          |   | 68 |
| Section 12.5                                   |   | Effect of Merger                                               |   | 68 |
| Section 12.6                                   |   | Business Combination Limitations                               |   | 69 |
|                                           |   |                                                           |   |   |
| ARTICLE XIII RIGHT TO ACQUIRE MEMBER INTERESTS | 69     |
| Section 13.1                                   |   | Right to Acquire Member Interests                              |   | 69 |
|                                           |   |                                                           |   |   |
| ARTICLE XIV GENERAL PROVISIONS                 | 71     |
| Section 14.1                                   |   | Addresses and Notices                                          |   | 71 |
| Section 14.2                                   |   | Further Action                                                 |   | 71 |
| Section 14.3                                   |   | Binding Effect                                                 |   | 71 |
| Section 14.4                                   |   | Integration                                                    |   | 71 |
| Section 14.5                                   |   | Creditors                                                      |   | 71 |
| Section 14.6                                   |   | Waiver                                                         |   | 72 |
| Section 14.7                                   |   | Counterparts                                                   |   | 72 |
| Section 14.8                                   |   | Applicable Law                                                 |   | 72 |
| Section 14.9                                   |   | Invalidity of Provisions                                       |   | 72 |
| Section 14.10                                  |   | Consent of Members                                             |   | 72 |

 

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**SECOND AMENDEDAND RESTATED LIMITED LIABILITY COMPANYAGREEMENT OF LINN ENERGY, LLC**

ThisSECOND 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 otherPersons who hereafter become Members in Linn Energy, LLC or parties hereto asprovided herein.  In consideration of thecovenants, conditions and agreements contained herein, the parties heretohereby agree as follows:

**ARTICLE I**

**DEFINITIONS**

## Section 1.1                                      Definitions.

Thefollowing definitions shall be for all purposes, unless otherwise clearlyindicated to the contrary, applied to the terms used in this Agreement.

“Acquisition” means any transaction inwhich any Group Member acquires (through an asset acquisition, merger, stockacquisition or other form of investment) control over all or a portion of theassets, properties or business of another Person for the purpose of increasingthe operating capacity or revenue of the Company Group from the operatingcapacity or revenue of the Company Group existing immediately prior to suchtransaction.

“Additional Book Basis” means theportion of any remaining Carrying Value of an Adjusted Property that isattributable to positive adjustments made to such Carrying Value as a result ofBook-Up Events. For purposes of determining the extent that Carrying Valueconstitutes Additional Book Basis:

(a)                                  Any negative adjustment made to the CarryingValue of an Adjusted Property as a result of either a Book-Down Event or aBook-Up Event shall first be deemed to offset or decrease that portion of theCarrying Value of such Adjusted Property that is attributable to any priorpositive adjustments made thereto pursuant to a Book-Up Event or Book-DownEvent.

(b)                                 If Carrying Value that constitutes AdditionalBook Basis is reduced as a result of a Book-Down Event and the Carrying Valueof other property is increased as a result of such Book-Down Event, anallocable portion of any such increase in Carrying Value shall be treated asAdditional Book Basis; providedthat the amount treated as Additional Book Basis as a result of such Book-DownEvent shall not exceed the amount by which the Aggregate Remaining Net PositiveAdjustments after such Book-Down Event exceed the remaining Additional BookBasis attributable to all of the Company’s Adjusted Property after suchBook-Down Event (determined without regard to the application of thisclause (ii) to such Book-Down Event).

“Additional Book Basis Derivative Items”means any Book Basis Derivative Items that are computed with reference toAdditional Book Basis. To the extent that the Additional Book 

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Basis attributable to all of the Company’s Adjusted Property as of thebeginning of any taxable period exceeds the Aggregate Remaining Net PositiveAdjustments as of the beginning of such period (the “Excess Additional Book Basis”), the Additional Book BasisDerivative Items for such period shall be reduced by the amount that bears thesame ratio to the amount of Additional Book Basis Derivative Items determinedwithout regard to this sentence as the Excess Additional Book Basis bears tothe Additional Book Basis as of the beginning of such period.

“Additional Member” means a Memberadmitted as a Member of the Company pursuant to Section 4.5 and who isshown as such on the books and records of the Company.

“Adjusted Capital Account” means theCapital Account maintained for each Member as of the end of each fiscal year ofthe Company, (a) increased by any amounts that such Member is obligated torestore under the standards set by Treasury RegulationSection 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore underTreasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and(b) decreased by (i) the amount of all deductions in respect of depletionthat, as of the end of such fiscal year are expected to be made to such Member’sCapital Account in respect of the oil and gas properties of the Company,(ii) the amount of all losses and deductions that, as of the end of suchfiscal year, are reasonably expected to be allocated to such Member insubsequent years under Sections 704(e)(2) and 706(d) of the Code and TreasuryRegulation Section 1.751-1(b)(2)(ii), and (iii) the amount of alldistributions that, as of the end of such fiscal year, are reasonably expectedto be made to such Member in subsequent years in accordance with the terms ofthis Agreement or otherwise to the extent they exceed offsetting increases tosuch Member’s Capital Account that are reasonably expected to occur during (orprior to) the year in which such distributions are reasonably expected to bemade (other than increases as a result of a minimum gain chargeback pursuant toSection 6.1(d)(i) or Section 6.1(d)(ii)). The foregoingdefinition of Adjusted Capital Account is intended to comply with theprovisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shallbe interpreted consistently therewith. The “Adjusted Capital Account” of a Member in respect of a Unit orany other Interest shall be the amount that such Adjusted Capital Account wouldbe if such Unit or other Interest were the only interest in the Company held bysuch Member from and after the date on which such Unit or other Interest wasfirst issued.

“Adjusted Property” means any propertythe Carrying Value of which has been adjusted pursuant toSection 5.4(c)(i) or Section 5.4(c)(ii).

“Affiliate” means, with respect to anyPerson, any other Person that directly or indirectly through one or moreintermediaries controls, is controlled by or is under common control with thePerson in question. As used herein, the term “control” means the possession,direct or indirect, of the power to direct or cause the direction of themanagement and policies of a Person, whether through ownership of votingsecurities, by contract or otherwise.

“Aggregate Remaining Net Positive Adjustments”means, as of the end of any taxable period, the sum of the Remaining NetPositive Adjustments of all Members.

“Agreed Allocation” means anyallocation, other than a Required Allocation, of an item of income, gain, lossor deduction pursuant to the provisions of Section 6.1, including, without

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limitation, a Curative Allocation (if appropriate to the context inwhich the term “Agreed Allocation”is used).

“Agreed Value” of any ContributedProperty means the fair market value of such property or other consideration atthe time of contribution as determined by the Board of Directors. The Board ofDirectors shall use such method as it determines to be appropriate to allocatethe aggregate Agreed Value of Contributed Properties contributed to the Companyin a single or integrated transaction among each separate property on a basisproportional to the fair market value of each Contributed Property.

“Agreement” means this Second Amendedand Restated Limited Liability Company Agreement of Linn Energy, LLC, as it maybe amended, supplemented or restated from time to time.

“Amended and Restated Limited LiabilityCompany Agreement” means the Amended and Restated Limited LiabilityCompany Agreement of Linn Energy, LLC, dated as of April 6, 2005, as amendedthrough the date of this Agreement.

“Anniversary” has the meaning assignedto such term in Section 11.13(b).

“Applicable Quarter” means a Quarterother than the first Quarter following the Closing Date.

“Associate” means, when used toindicate a relationship with any Person, (a) any corporation ororganization of which such Person is a director, officer or partner or is,directly or indirectly, the owner of 20% or more of any class of voting stockor other voting interest; (b) any trust or other estate in which suchPerson has at least a 20% beneficial interest or as to which such Person servesas trustee or in a similar fiduciary capacity; and (c) any relative orspouse of such Person, or any relative of such spouse, who has the sameprincipal residence as such Person.

“Available Cash” means, with respectto any Quarter ending prior to the Liquidation Date:

#### (a)          the sum of:

###### (i)                                     all cash and cashequivalents of the Company Group on hand at the end of such Quarter; and

###### (ii)                                  all additional cashand cash equivalents of the Company Group on hand on the date of determinationof Available Cash for such Quarter resulting from Working Capital Borrowingsmade subsequent to the end of such Quarter,

#### (b)         less the amount of any cash reservesestablished by the Board of Directors to:

###### (i)                                     provide for theproper conduct of the business of the Company Group (including reserves forfuture capital expenditures including drilling and acquisitions and foranticipated future credit needs of the Company Group),

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###### (ii)                                  comply withapplicable law or any loan agreement, security agreement, mortgage, debtinstrument or other agreement or obligation to which any Group Member is aparty or by which it is bound or its assets are subject; or

###### (iii)                               provide funds fordistributions under Section 6.4 with respect to any one or more of the nextfour Quarters;

provided that disbursements made by a Group Member or cash reserves established,increased or reduced after the end of such Quarter but on or before the date ofdetermination of Available Cash with respect to such Quarter shall be deemed tohave been made, established, increased or reduced, for purposes of determiningAvailable Cash, within such Quarter if the Board of Directors so determines.

Notwithstandingthe foregoing, “*Available Cash*”with respect to the Quarter in which the Liquidation Date occurs and anysubsequent Quarter shall equal zero.

“Board of Directors” has the meaningassigned to such term in Section 7.1(a).

“Book Basis Derivative Items” meansany item of income, deduction, gain, loss, Simulated Depletion, Simulated Gainor Simulated Loss included in the determination of Net Income or Net Loss thatis computed with reference to the Carrying Value of an Adjusted Property (e.g., depreciation, SimulatedDepletion, or gain, loss, Simulated Gain or Simulated Loss with respect to anAdjusted Property).

“Book-Down Event” means an event thattriggers a negative adjustment to the Capital Accounts of the Members pursuantto Section 5.4(c).

“Book-Tax Disparity” means, withrespect to any item of Contributed Property or Adjusted Property, as of thedate of any determination, the difference between the Carrying Value of suchContributed Property or Adjusted Property and the adjusted basis thereof forfederal income tax purposes as of such date. A Member’s share of the Company’sBook-Tax Disparities in all of its Contributed Property and Adjusted Propertywill be reflected by the difference between such Member’s Capital Accountbalance as maintained pursuant to Section 5.4 and the hypothetical balanceof such Member’s Capital Account computed as if it had been maintained strictlyin accordance with federal income tax accounting principles.

“Book-Up Event” means an event thattriggers a positive adjustment to the Capital Accounts of the Members pursuantto Section 5.4(c).

“Business Day” means Monday throughFriday of each week, except that a legal holiday recognized as such by thegovernment of the United States of America or the State of Texas shall not beregarded as a Business Day.

“Capital Account” means the capitalaccount maintained for a Member pursuant to Section 5.4. The “Capital Account” of a Member inrespect of a Unit or any other Interest shall be the amount that such CapitalAccount would be if such Unit or other Interest were the only interest in theCompany held by such Member from and after the date on which such Unit or otherInterest was first issued.

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“Capital Contribution” means any cash,cash equivalents or the Net Agreed Value of Contributed Property that a Membercontributes to the Company pursuant to this Agreement.

“Carrying Value” means (a) withrespect to a Contributed Property, the Agreed Value of such property reduced(but not below zero) by all depreciation, depletion (including SimulatedDepletion), amortization and cost recovery deductions charged to the Members’Capital Accounts in respect of such Contributed Property, and (b) withrespect to any other Company property, the adjusted basis of such property forfederal income tax purposes, all as of the time of determination. The CarryingValue of any property shall be adjusted from time to time in accordance with Section 5.4(c)(i) andSection 5.4(c)(ii) and to reflect changes, additions or otheradjustments to the Carrying Value for dispositions and acquisitions of Companyproperties, as deemed appropriate by the Board of Directors.

“Certificate” means a certificate(i) substantially in the form of Exhibit Ato this Agreement, (ii) issued in global form in accordance with the rulesand regulations of the Depositary or (iii) in such other form as may beadopted by the Board of Directors, issued by the Company evidencing ownershipof one or more Units or a certificate, in such form as may be adopted by theBoard of Directors, issued by the Company evidencing ownership of one or moreother Company Securities.

“Certificate of Formation” means theCertificate of Formation of the Company filed with the Secretary of State ofthe State of Delaware as referenced in Section 7.2, as such Certificate ofFormation may be amended, supplemented or restated from time to time.

“Chairman of the Board” has themeaning assigned to such term in Section 7.1.

“Citizenship Certification” means aproperly completed certificate in such form as may be specified by the Board ofDirectors by which a Member certifies that he (and if he is a nominee holdingfor the account of another Person, that to the best of his knowledge such otherPerson) is an Eligible Citizen.

“ClarkPartners” means Clark Partners I, L.P., a New York limited partnership.

“Closing Date” means the first date onwhich Units are sold by the Company to the Underwriters pursuant to theprovisions of the Underwriting Agreement.

“Closing Price” has the meaningassigned to such term in Section 13.1(a).

“Code” means the Internal Revenue Codeof 1986, as amended and in effect from time to time. Any reference herein to aspecific section or sections of the Code shall be deemed to include a referenceto any corresponding provision of any successor law.

“Commission” means the United StatesSecurities and Exchange Commission.

“Company” means Linn Energy, LLC, aDelaware limited liability company, and any successors thereto.

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“Company Group” means the Company andany Subsidiary of the Company, treated as a single consolidated entity.

“Company Minimum Gain” means thatamount determined in accordance with the principles of Treasury RegulationSection 1.704-2(d).

“Company Security” means any class orseries of equity interest in the Company (but excluding any options, rights,warrants and appreciation rights relating to an equity interest in theCompany), including without limitation, Units.

“Conflicts Committee” means acommittee of the Board of Directors composed entirely of two or moreIndependent Directors who are not (a) Officers or employees of the Companyor any Subsidiary of the Company, (b) directors or employees of anyAffiliate of the Company or (c) holders of any ownership interest in theCompany Group other than Units.

“Contributed Property” means eachproperty or other asset, in such form as may be permitted by the Delaware Act,but excluding cash, contributed to the Company. Once the Carrying Value of aContributed Property is adjusted pursuant to Section 5.4(c), such propertyshall no longer constitute a Contributed Property, but shall be deemed anAdjusted Property.

“Curative Allocation” means anyallocation of an item of income, gain, deduction, loss or credit pursuant tothe provisions of Section 6.1(d)(x).

“Current Market Price” has the meaningassigned to such term in Section 13.1(a).

“Delaware Act” means the DelawareLimited Liability Company Act, 6 Del. C. Section 18-101, et seq., as amended, supplemented orrestated from time to time, and any successor to such statute.

“Depositary” means, with respect toany Units issued in global form, The Depository Trust Company and itssuccessors and permitted assigns.

“DGCL” means the General CorporationLaw of the State of Delaware, 8 Del. C. Section 101, et seq., as amended, supplemented orrestated from time to time, and any successor to such statute.

“Director” means a member of the Boardof Directors of the Company.

“Economic Risk of Loss” has themeaning set forth in Treasury Regulation Section 1.752-2(a).

“Eligible Citizen” means a Personqualified to own interests in real property in jurisdictions in which any GroupMember does business or proposes to do business from time to time, and whosestatus as a Member does not or would not subject such Group Member to asignificant risk of cancellation or forfeiture of any of its properties or anyinterest therein.

“Exchange Act” means the SecuritiesExchange Act of 1934, as amended.

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“Existing Investors” means(i) Quantum, (ii) Clark Partners, (iii) Kings Highway Investment, (iv)Wauwinet Energy Partners, (v) Michael C. Linn, (vi) Gerald W. Merriamand (vii) Roland P. Keddie.

“Final Adjudication” has the meaningassigned to such term in Section 7.7(e).

“Fully Diluted Basis” means, whencalculating the number of Outstanding Units for any period, a basis thatincludes, in addition to the Outstanding Units, all Company Securities andoptions, rights, warrants and appreciation rights relating to an equityinterest in the Company (a) that are convertible into or exercisable orexchangeable for Company Securities that are senior to or *pari passu* with the Units, (b) whoseconversion, exercise or exchange price is less than the Current Market Price onthe date of such calculation, (c) that may be converted into or exercisedor exchanged for such Units prior to or during the Quarter immediatelyfollowing the end of the period for which the calculation is being made withoutthe satisfaction of any contingency beyond the control of the holder other thanthe payment of consideration and the compliance with administrative mechanicsapplicable to such conversion, exercise or exchange and (d) that were notconverted into or exercised or exchanged for such Units during the period forwhich the calculation is being made; provided,that if consideration will be paid to any Group Member in connection with suchconversion, exercise or exchange, the number of Units to be included in suchcalculation shall be that number equal to the difference between (i) thenumber of Units issuable upon such conversion, exercise or exchange and(ii) the number of Units that such consideration would purchase at theCurrent Market Price.

“Group” means a Person that with orthrough any of its Affiliates or Associates has any agreement, arrangement orunderstanding for the purpose of acquiring, holding, voting (except votingpursuant to a revocable proxy or consent given to such Person in response to aproxy or consent solicitation made to 10 or more Persons) or disposing of anyCompany Securities with any other Person that beneficially owns, or whoseAffiliates or Associates beneficially own, directly or indirectly, CompanySecurities.

“Group Member” means a member of theCompany Group.

“Group Member Agreement” means thepartnership agreement of any Group Member that is a limited or generalpartnership, the limited liability company agreement of any Group Member, otherthan the Company, that is a limited liability company, the certificate of incorporationand bylaws or similar organizational documents of any Group Member that is acorporation, the joint venture agreement or similar governing document of anyGroup Member that is a joint venture and the governing or organizational orsimilar documents of any other Group Member that is a Person other than alimited or general partnership, limited liability company, corporation or jointventure, as such may be amended, supplemented or restated from time to time.

“Indemnitee” has the meaning assignedto such term in Section 7.7(a).

“Independent Director” means aDirector who meets the then current independence and other standards requiredof audit committee members by the Commission and the National SecuritiesExchange on which the Units are listed for trading.

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“Initial Units” means the Units soldin the Initial Offering.

“Initial Members” means the holders ofthe Pre-Initial Offering Interests (with respect to the Units received by thempursuant to Section 5.1) and the Underwriters upon the issuance by theCompany of Units to the Underwriters as described in Section 5.2 inconnection with the Initial Offering.

“Initial Offering” means the initialoffering and sale of Units to the public, as described in the RegistrationStatement.

“Initial Unit Price” means(a) with respect to the Units, the initial public offering price per Unitat which the Underwriters offered the Units to the public for sale as set forthon the cover page of the prospectus included as part of the RegistrationStatement and first issued at or after the time the Registration Statementfirst became effective or (b) with respect to any other class or series ofCompany Securities, the price per Unit at which such class or series of CompanySecurities is initially sold by the Company, as determined by the Board ofDirectors, in each case adjusted as the Board of Directors determines to beappropriate to give effect to any distribution, subdivision or combination ofCompany Securities.

“Interest” means the ownershipinterest of a Member in the Company, which may be evidenced by Units or otherCompany Securities or a combination thereof or interest therein, and includesany and all benefits to which such Member is entitled as provided in thisAgreement, together with all obligations of such Member to comply with theterms and provisions of this Agreement.

“Interim Capital Transactions” meansthe following transactions if they occur prior to the Liquidation Date:(a) borrowings, refinancings or refundings of indebtedness (other thanWorking Capital Borrowings and other than for items purchased on open accountin the ordinary course of business) by any Group Member and sales of debtsecurities of any Group Member; (b) sales of equity interests of any GroupMember (including the Units sold to the Underwriters pursuant to the exerciseof the Over-Allotment Option); and (c) sales or other voluntary orinvoluntary dispositions of any assets of any Group Member other than(i) sales or other dispositions of inventory, accounts receivable andother assets in the ordinary course of business and (ii) sales or otherdispositions of assets as part of normal retirements or replacements.

“Issue Price” means the price at whicha Unit is purchased from the Company, after taking into account any salescommission or underwriting discount charged to the Company.

“KingsHighway Investment” means Kings Highway Investment, LLC, a Connecticut limitedliability company.

“Liquidation Date” means the date onwhich an event giving rise to the dissolution of the Company occurs.

“Liquidator” means one or more Personsselected by the Board of Directors to perform the functions described inSection 10.2 as liquidating trustee of the Company within the meaning ofthe Delaware Act.

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“Member” means, unless the contextotherwise requires, each Initial Member, each Substituted Member, and eachAdditional Member.

“Member Nonrecourse Debt” has themeaning set forth in Treasury Regulation Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain”has the meaning set forth in Treasury Regulation Section 1.704-2(i)(2).

“Member Nonrecourse Deductions” meansany and all items of loss, deduction, expenditure (including, withoutlimitation, any expenditure described in Section 705(a)(2)(B) of theCode), Simulated Depletion or Simulated Loss that, in accordance with theprinciples of Treasury Regulation Section 1.704-2(i), are attributable toa Member Nonrecourse Debt.

“Merger Agreement” has the meaningassigned to such term in Section 12.1.

“National Securities Exchange” meansan exchange registered with the Commission under Section 6(a) of theSecurities Exchange Act of 1934, as amended, supplemented or restated from timeto time, and any successor to such statute, or the Nasdaq National Market orany successor thereto.

“Net Agreed Value” means, (a) inthe case of any Contributed Property, the Agreed Value of such property reducedby any liabilities either assumed by the Company upon such contribution or towhich such property is subject when contributed, and (b) in the case ofany property distributed to a Member by the Company, the Company’s CarryingValue of such property (as adjusted pursuant to Section 5.4(c)(ii)) at thetime such property is distributed, reduced by any indebtedness either assumedby such Member upon such distribution or to which such property is subject atthe time of distribution, in either case, as determined under Section 752of the Code.

“Net Income” means, for any taxableyear, the excess, if any, of the Company’s items of income and gain (other thanthose items taken into account in the computation of Net Termination Gain orNet Termination Loss) for such taxable year over the Company’s items of lossand deduction (other than those items taken into account in the computation ofNet Termination Gain or Net Termination Loss) for such taxable year. The itemsincluded in the calculation of Net Income shall be determined in accordancewith Section 5.4(b) and shall include Simulated Gains, Simulated Losses,and Simulated Depletion, but shall not include any items specially allocatedunder Section 6.1(d); providedthat the determination of the items that have been specially allocated underSection 6.1(d) shall be made as if Section 6.1(d)(xi) were notin this Agreement.

“Net Loss” means, for any taxableyear, the excess, if any, of the Company’s items of loss and deduction (otherthan those items taken into account in the computation of Net Termination Gainor Net Termination Loss) for such taxable year over the Company’s items ofincome and gain (other than those items taken into account in the computationof Net Termination Gain or Net Termination Loss) for such taxable year. Theitems included in the calculation of Net Loss shall be determined in accordancewith Section 5.4(b) and shall include Simulated Gains, Simulated Losses,and Simulated Depletion, but shall not include any items 

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specially allocated under Section 6.1(d); provided that the determination of the items that have beenspecially allocated under Section 6.1(d) shall be made as ifSection 6.1(d)(xi) were not in this Agreement.

“Net Positive Adjustments” means, withrespect to any Member, the excess, if any, of the total positive adjustmentsover the total negative adjustments made to the Capital Account of such Memberpursuant to Book-Up Events and Book-Down Events.

“Net Termination Gain” means, for anytaxable year, the sum, if positive, of all items of income, gain, loss ordeduction recognized by the Company after the Liquidation Date. The itemsincluded in the determination of Net Termination Gain shall be determined inaccordance with Section 5.4(b) and shall include Simulated Gains,Simulated Losses and Simulated Depletion, but shall not include any items ofincome, gain or loss specially allocated under Section 6.1(d).

“Net Termination Loss” means, for anytaxable year, the sum, if negative, of all items of income, gain, loss ordeduction recognized by the Company after the Liquidation Date. The itemsincluded in the determination of Net Termination Loss shall be determined inaccordance with Section 5.4(b) and shall include Simulated Gains,Simulated Losses and Simulated Depletion, but shall not include any items ofincome, gain or loss specially allocated under Section 6.1(d).

“Non-citizen Assignee” means a Personwhom the Board of Directors has determined does not constitute an EligibleCitizen and as to whose Interest the Board of Directors has become theSubstituted Member, pursuant to Section 4.7.

“Nonrecourse Built-in Gain” means withrespect to any Contributed Properties or Adjusted Properties that are subjectto a mortgage or pledge securing a Nonrecourse Liability, the amount of anytaxable gain that would be allocated to the Members pursuant toSection 6.2(c)(iii), Section 6.2(d)(i)(A), Section 6.2(d)(ii)(A)and Section 6.2(d)(iii) if such properties were disposed of in ataxable transaction in full satisfaction of such liabilities and for no otherconsideration.

“Nonrecourse Deductions” means any andall items of loss, deduction, expenditure (including, without limitation, anyexpenditure described in Section 705(a)(2)(B) of the Code), SimulatedDepletion or Simulated Loss that, in accordance with the principles of TreasuryRegulation Section 1.704-2(b), are attributable to a NonrecourseLiability.

“Nonrecourse Liability” has themeaning set forth in Treasury Regulation Section 1.752-1(a)(2).

“Notice of Election to Purchase” hasthe meaning assigned to such term in Section 13.1(b).

“Officer” has the meaning assigned tosuch term in Section 7.4(a).

“Operating Companies” means(i) Linn Operating, Inc., a Delaware corporation, (ii) LinnEnergy Holdings, LLC, a Delaware 

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limited liability company, (iii) Chipperco, LLC, a Delawarelimited liability company, (iv) Mid-Atlantic Well Services, Inc.,a Delaware corporation, and (v) any other operating Subsidiaries ofthe Company and any successors thereto.

“Opinion of Counsel” means a writtenopinion of counsel (who may be regular counsel to the Company or any of itsAffiliates) acceptable to the Board of Directors.

“Option Closing Date” means the dateor dates on which any Units are sold by the Company to the Underwriters uponexercise of the Over-Allotment Option.

“Outstanding” means, with respect toCompany Securities, all Company Securities that are issued by the Company andreflected as outstanding on the Company’s books and records as of the date ofdetermination; provided, however, that no Company Securitiesheld by the Company (other than Company Securities representing Interests heldby the Company on behalf of Non-Citizen Assignees) or any other Group Membershall be considered Outstanding.

“Over-Allotment Option” means theover-allotment option granted to the Underwriters by the Company pursuant tothe Underwriting Agreement.

“Parity Units” means Units and allother Company Securities of any other class or series that have the right(i) to receive distributions of Available Cash pursuant toSection 6.4 in the same order of priority with respect to theparticipation of Units in such distributions or (ii) to participate inallocations of Net Termination Gain pursuant to Section 6.1(c)(i)(B) inthe same order of priority with the Units, in each case regardless of whetherthe amounts or value so distributed or allocated on each Parity Unit equals theamount or value so distributed or allocated on each Unit. Company Securitieswhose participation in such (i) distributions of Available Cash and(ii) allocations of Net Termination Gain are subordinate in order ofpriority to such distributions and allocations on Units shall not constituteParity Units even if such Company Securities are convertible under certaincircumstances into Units or Parity Units.

“Per Unit Capital Amount” means, as ofany date of determination, the Capital Account, stated on a per Unit basis,underlying any Unit held by a Person.

“Percentage Interest” means, as of anydate of determination (a) as to any Unitholder holding Units, the productobtained by multiplying (i) 100% less the percentage applicable toparagraph (b) by (ii) the quotient obtained by dividing (A) thenumber of Units held by such Unitholder by (B) the total number of allOutstanding Units, and (b) as to the holders of other Company Securitiesissued by the Company in accordance with Section 5.5, the percentageestablished as a part of such issuance.

“Person” means an individual or acorporation, limited liability company, partnership, joint venture, trust,unincorporated organization or other enterprise (including an employee benefitplan), association, government agency or political subdivision thereof or otherentity.

“Pre-Initial Offering Interests” meansthe membership interests in the Company outstanding prior to the InitialOffering.

“Prime Rate” means the prime rate ofinterest as quoted from time to time by the Wall Street Journal or anothersource reasonably selected by the Company.

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“Pro Rata” means (a) whenmodifying Units or any class thereof, apportioned equally among all designatedUnits in accordance with their relative Percentage Interests, and (b) whenmodifying Members, apportioned among all designated Members in accordance withtheir relative Percentage Interest.

“Purchase Date” means the datedetermined by the Board of Directors as the date for purchase of allOutstanding Units of a certain class pursuant to Article XIII.

“Quantum”means Quantum Energy Partners II, LP, a Delaware limited partnership.

“Quarter” means, unless the contextrequires otherwise, a fiscal quarter, or, with respect to the first fiscalquarter after the Closing Date, the portion of such fiscal quarter after theClosing Date, of the Company.

“Recapture Income” means any gainrecognized by the Company (computed without regard to any adjustment requiredby Section 734 or Section 743 of the Code) upon the disposition ofany property or asset of the Company, which gain is characterized as ordinaryincome because it represents the recapture of deductions previously taken withrespect to such property or asset.

“Record Date” means the dateestablished by the Company for determining (a) the identity of the RecordHolders entitled to notice of, or to vote at, any meeting of Members orentitled to exercise rights in respect of any lawful action of Members or(b) the identity of Record Holders entitled to receive any report ordistribution or to participate in any offer.

“Record Holder” means the Person inwhose name a Unit is registered on the books of the Transfer Agent as of theopening of business on a particular Business Day, or with respect to otherCompany Securities, the Person in whose name any such other Company Security isregistered on the books that the Company has caused to be kept as of theopening of business on such Business Day.

“Redeemable Interests” means anyInterests for which a redemption notice has been given, and has not beenwithdrawn, pursuant to Section 4.8.

“Registration Statement” means theRegistration Statement on Form S-1 (Registration No. 333-125501) asit has been or as it may be amended or supplemented from time to time, filed bythe Company with the Commission under the Securities Act to register theoffering and sale of the Units in the Initial Offering.

“Remaining Net Positive Adjustments”means as of the end of any taxable period, with respect to the Unitholders, theexcess of (i) the Net Positive Adjustments of the Unitholders as of theend of such period over (ii) the sum of those Members’ Share of AdditionalBook Basis Derivative Items for each prior taxable period.

“Required Allocations” means(a) any limitation imposed on any allocation of Net Losses or NetTermination Losses under Section 6.1(b) and (b) any allocation of anitem of income, gain, loss, deduction, Simulated Depletion or Simulated Losspursuant to Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or6.1(d)(ix).

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“Residual Gain” or “Residual Loss”means any item of gain or loss or Simulated Gain or Simulated Loss, as the casemay be, of the Company recognized for federal income tax purposes resultingfrom a sale, exchange or other disposition of a Contributed Property orAdjusted Property, to the extent such item of gain or loss or Simulated Gain orSimulated Loss is not allocated pursuant to Section 6.2(d)(i)(A) or6.2(d)(ii)(A), respectively, to eliminate Book-Tax Disparities.

“Securities Act” means the SecuritiesAct of 1933, as amended, supplemented or restated from time to time and anysuccessor to such statute.

“Share of Additional Book Basis DerivativeItems” means in connection with any allocation of Additional Book BasisDerivative Items for any taxable period, with respect to the Unitholders, theamount that bears the same ratio to such Additional Book Basis Derivative Itemsas the Unitholders’ Remaining Net Positive Adjustments as of the end of suchperiod bears to the Aggregate Remaining Net Positive Adjustments as of thattime.

“SimulatedBasis” means the Carrying Value of any oil and gas property (as defined inSection 614 of the Code).

“SimulatedDepletion” means, with respect to an oil and gas property (as defined inSection 614 of the Code), a depletion allowance computed in accordance withfederal income tax principles (as if the Simulated Basis of the property wereits adjusted tax basis) and in the manner specified in Treasury Regulation§1.704-1(b)(2)(iv)(k)(2).  For purposesof computing Simulated Depletion with respect to any property, the SimulatedBasis of such property shall be deemed to be the Carrying Value of suchproperty, and in no event shall such allowance for Simulated Depletion, in theaggregate, exceed such Simulated Basis.

“SimulatedGain” means the excess of the amount realized from the sale or otherdisposition of an oil or gas property over the Carrying Value of such property.

“SimulatedLoss” means the excess of the Carrying Value of an oil or gas property over theamount realized from the sale or other disposition of such property.

“Solicitation Notice” has the meaningassigned to such term in Section 11.13(c).

“Special Approval” means approval by amajority of the members of the Conflicts Committee.

“Stakeholders’ Agreement” means theStakeholders’ Agreement dated as of June 2, 2005, by and among the Company and theExisting Investors.

“Subsidiary” means, with respect toany Person, (a) a corporation of which more than 50% of the voting powerof shares entitled (without regard to the occurrence of any contingency) tovote in the election of directors or other governing body of such corporationis owned, directly or indirectly, at the date of determination, by such Person,by one or more Subsidiaries of such Person or a combination thereof, (b) apartnership (whether general or limited) in which such Person or a Subsidiaryof such Person is, at the date of determination, a general or limited partnerof such partnership, but only if more than 50% of the partnership interests ofsuch partnership 

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(considering all of the partnership interests of the partnership as a singleclass) is owned, directly or indirectly, at the date of determination, by suchPerson, by one or more Subsidiaries of such Person, or a combination thereof,or (c) any other Person (other than a corporation or a partnership) inwhich such Person, one or more Subsidiaries of such Person, or a combinationthereof, directly or indirectly, at the date of determination, has (i) atleast a majority ownership interest or (ii) the power to elect or directthe election of a majority of the directors or other governing body of suchPerson.

“Substituted Member” means a Personwho is admitted as a Member of the Company pursuant to Sections 4.5 or 4.7 inplace of and with all rights of a Member and who is shown as a Member on thebooks and records of the Company.

“Surviving Business Entity” has themeaning assigned to such term in Section 12.2(b).

“Tax Matters Partner” means the TaxMatters Partner as defined in the Code.

“Trading Day” has the meaning assignedto such term in Section 13.1(a).

“Transfer” has the meaning assigned tosuch term in Section 4.4.

“Transfer Agent” means such bank,trust company or other Person (including the Company or one of its Affiliates)as shall be appointed from time to time by the Company to act as registrar andtransfer agent for the Units; providedthat if no Transfer Agent is specifically designated for any other CompanySecurities, the Company shall act in such capacity.

“Underwriter” means each Person namedas an underwriter in the Underwriting Agreement who purchases Units pursuantthereto.

“Underwriting Agreement” means thatcertain Underwriting Agreement, dated                        , 2005,among the Underwriters, the Company and certain other parties, providing forthe purchase of Units by the Underwriters.

“Unit” means a Company Securityrepresenting a fractional part of the Interests of all Members, and having therights and obligations specified with respect to Units in this Agreement.

“Unit Majority” means at least amajority of the Outstanding Units.

“Unitholders” means the holders ofUnits.

“Unrealized Gain” attributable to anyitem of Company property means, as of any date of determination, the excess, ifany, of (a) the fair market value of such property as of such date (asdetermined under Section 5.4(c)) over (b) the Carrying Value of suchproperty as of such date (prior to any adjustment to be made pursuant toSection 5.4(c) as of such date).

“Unrealized Loss” attributable to anyitem of Company property means, as of any date of determination, the excess, ifany, of (a) the Carrying Value of such property as of such date 

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(prior to any adjustment to be made pursuant to Section 5.4(c) asof such date) over (b) the fair market value of such property as of suchdate (as determined under Section 5.4(c)).

“U.S. GAAP” means United Statesgenerally accepted accounting principles consistently applied.

“WauwinetEnergy Partners” means Wauwinet Energy Partners, LLC, a Delaware limitedliability company.

“Working Capital Borrowings” meansborrowings used solely for working capital purposes or to pay distributions toMembers made pursuant to a credit facility or other arrangement to the extentsuch borrowings are required to be reduced to a relatively small amount eachyear (or for the year in which the Initial Offering is consummated, the12-month period beginning on the Closing Date) for an economically meaningfulperiod of time.

## Section 1.2                                      Construction.

Unlessthe context requires otherwise: (a) any pronoun used in this Agreementshall include the corresponding masculine, feminine or neuter forms, and thesingular form of nouns, pronouns and verbs shall include the plural and viceversa; (b) references to Articles and Sections refer to Articles andSections of this Agreement; and (c) the term “include” or “includes” meansincludes, without limitation, and “including” means including, withoutlimitation.

**ARTICLE II**

**ORGANIZATION**

## Section 2.1                                      Formation.  The Members have previously formed theCompany as a limited liability company pursuant to the provisions of theDelaware Act and hereby amend and restate the Amended and Restated LimitedLiability Company Agreement in its entirety. This amendment and restatementshall become effective on the date of this Agreement. Except as expresslyprovided to the contrary in this Agreement, the rights, duties (includingfiduciary duties), liabilities and obligations of the Members and theadministration, dissolution and termination of the Company shall be governed bythe Delaware Act. All Interests shall constitute personal property of the ownerthereof for all purposes and a Member has no interest in specific Companyproperty.

## Section 2.2                                      Name.  The name of the Company shall be Linn Energy,LLC. The Company’s business may be conducted under any other name or names, asdetermined by the Board of Directors. The words “*Limited Liability Company,*” “*LLC*,” or similar words or letters shall be included in theCompany’s name where necessary for the purpose of complying with the laws ofany jurisdiction that so requires. The Board of Directors may change the nameof the Company at any time and from time to time and shall notify the Membersof such change in the next regular communication to the Members.

## Section 2.3                                      RegisteredOffice; Registered Agent; Principal Office; Other Offices.  Unless and until changed by the Board ofDirectors, the registered office of the Company in the State of Delaware shallbe located at 1209 Orange Street, Wilmington, Delaware 19801, and the 

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## registered agent for service ofprocess on the Company in the State of Delaware at such registered office shallbe The Corporation Trust Company. The principal office of the Company shall belocated at 650 Washington Road, 8th Floor, Pittsburgh, Pennsylvania 15228 orsuch other place as the Board of Directors may from time to time designate by noticeto the Members. The Company may maintain offices at such other place or placeswithin or outside the State of Delaware as the Board of Directors determines tobe necessary or appropriate.

## Section 2.4                                      Purposesand Business.  The purpose and natureof the business to be conducted by the Company shall be to (a) serve as amember or stockholder, as the case may be, of the Operating Companies and, inconnection therewith, to exercise all the rights and powers conferred upon theCompany as a member or stockholder, as the case may be, of such entities,(b) engage directly in, or enter into or form any corporation,partnership, joint venture, limited liability company or other arrangement toengage indirectly in, any business activity that the Operating Companies arepermitted to engage in or that their subsidiaries are permitted to engage in bytheir organizational documents or agreements and, in connection therewith, toexercise all of the rights and powers conferred upon the Company pursuant tothe agreements relating to such business activity, (c) engage directly in,or enter into or form any corporation, partnership, joint venture, limitedliability company or other arrangement to engage indirectly in, any businessactivity that is approved by the Board of Directors and that lawfully may beconducted by a limited liability company organized pursuant to the Delaware Actand, in connection therewith, to exercise all of the rights and powersconferred upon the Company pursuant to the agreements relating to such businessactivity; and (d) do anything necessary or appropriate to the foregoing,including the making of capital contributions or loans to a Group Member; *provided*, *however*,that the Company shall not engage, directly or indirectly, in any business activitythat the Board of Directors determines would cause the Company to be treated asan association taxable as a corporation or otherwise taxable as an entity forfederal income tax purposes. The Board of Directors has no obligation or dutyto the Company or the Members to propose or approve, and may decline to proposeor approve, the conduct by the Company of any business.

## Section 2.5                                      Powers.  The Company shall be empowered to do any andall acts and things necessary and appropriate for the furtherance andaccomplishment of the purposes and business described in Section 2.4 andfor the protection and benefit of the Company.

## Section 2.6                                      Powerof Attorney.  Each Member herebyconstitutes and appoints each of the Chief Executive Officer, the President andthe Secretary and, if a Liquidator shall have been selected pursuant toSection 10.2, the Liquidator (and any successor to the Liquidator bymerger, transfer, assignment, election or otherwise) and each of theirauthorized officers and attorneys-in-fact, as the case may be, with full powerof substitution, as his true and lawful agent and attorney-in-fact, with fullpower and authority in his name, place and stead, to:

#### (a)          execute, swear to, acknowledge, deliver, fileand record in the appropriate public offices:

###### (i)                                     all certificates,documents and other instruments (including this Agreement and the Certificateof Formation and all amendments or restatements hereof or thereof) that theChief Executive Officer, President or Secretary, or the Liquidator, determinesto be necessary or appropriate to form, qualify or continue 

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###### the existence or qualification of the Companyas a limited liability company in the State of Delaware and in all otherjurisdictions in which the Company may conduct business or own property;

###### (ii)                                  all certificates,documents and other instruments that the Chief Executive Officer, President orSecretary, or the Liquidator, determines to be necessary or appropriate toreflect, in accordance with its terms, any amendment, change, modification or restatementof this Agreement;

###### (iii)                               all certificates,documents and other instruments (including conveyances and a certificate ofcancellation) that the Board of Directors or the Liquidator determines to benecessary or appropriate to reflect the dissolution and liquidation of theCompany pursuant to the terms of this Agreement;

###### (iv)                              all certificates,documents and other instruments relating to the admission, withdrawal, removalor substitution of any Member pursuant to, or other events described in, ArticlesIV or X;

###### (v)                                 all certificates,documents and other instruments relating to the determination of the rights,preferences and privileges of any class or series of Company Securities issuedpursuant to Section 5.5; and

###### (vi)                              all certificates,documents and other instruments (including agreements and a certificate ofmerger) relating to a merger, consolidation or conversion of the Companypursuant to Article XII.

#### (b)         execute, swear to, acknowledge, deliver, fileand record all ballots, consents, approvals, waivers, certificates, documentsand other instruments that the Board of Directors or the Liquidator determinesto be necessary or appropriate to (i) make, evidence, give, confirm orratify any vote, consent, approval, agreement or other action that is made orgiven by the Members hereunder or is consistent with the terms of thisAgreement or (ii) effectuate the terms or intent of this Agreement; provided, that when required bySection 11.2 or any other provision of this Agreement that establishes apercentage of the Members or of the Members of any class or series required totake any action, the Chief Executive Officer, President or Secretary, or theLiquidator, may exercise the power of attorney made in this Section 2.6(b)only after the necessary vote, consent or approval of the Members or of theMembers of such class or series, as applicable.

Nothingcontained in this Section 2.6 shall be construed as authorizing the ChiefExecutive Officer, President or Secretary, or the Liquidator, to amend thisAgreement except in accordance with Article XI or as may be otherwiseexpressly provided for in this Agreement.

#### (c)          The foregoing power of attorney is herebydeclared to be irrevocable and a power coupled with an interest, and it shallsurvive and, to the maximum extent permitted by law, not be affected by thesubsequent death, incompetency, disability, incapacity, dissolution, bankruptcyor termination of any Member and the transfer of all or any portion of suchMember’s Interest and shall extend to such Member’s heirs, successors, 

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#### assigns and personal representatives. Eachsuch Member hereby agrees to be bound by any representation made by the ChiefExecutive Officer, President or Secretary, or the Liquidator, acting in goodfaith pursuant to such power of attorney; and each such Member, to the maximumextent permitted by law, hereby waives any and all defenses that may beavailable to contest, negate or disaffirm the action of the Chief ExecutiveOfficer, President or Secretary, or the Liquidator, taken in good faith undersuch power of attorney. Each Member shall execute and deliver to the ChiefExecutive Officer, President or Secretary, or the Liquidator, within15 days after receipt of the request therefor, such further designation,powers of attorney and other instruments as any of such Officers or theLiquidator, determines to be necessary or appropriate to effectuate thisAgreement and the purposes of the Company.

## Section 2.7                                      Term.  The Company’s existence shall be perpetual,unless and until it is dissolved in accordance with the provisions ofArticle X. The existence of the Company as a separate legal entity shallcontinue until the cancellation of the Certificate of Formation as provided inthe Delaware Act.

## Section 2.8                                      Titleto Company Assets.  Title to Companyassets, whether real, personal or mixed and whether tangible or intangible,shall be deemed to be owned by the Company as an entity, and no Member,Director or Officer, individually or collectively, shall have any ownershipinterest in such Company assets or any portion thereof. Title to any or all ofthe Company assets may be held in the name of the Company or one or morenominees, as the Board of Directors may determine. The Company hereby declaresand warrants that any Company assets for which record title is held in the nameof one or more of its Affiliates or one or more nominees shall be held by suchAffiliates or nominees for the use and benefit of the Company in accordancewith the provisions of this Agreement; *provided*,*however*, that the Board ofDirectors shall use reasonable efforts to cause record title to such assets(other than those assets in respect of which the Board of Directors determinesthat the expense and difficulty of conveyancing makes transfer of record titleto the Company impracticable) to be vested in the Company as soon as reasonablypracticable. All Company assets shall be recorded as the property of theCompany in its books and records, irrespective of the name in which recordtitle to such Company assets is held*.*

**ARTICLE III**

**RIGHTS OFMEMBERS**

## Section 3.1                                      Members.

#### (a)          A Person shall be admitted as a Member andshall become bound by the terms of this Agreement if such Person purchases orotherwise lawfully acquires any Interest and becomes the Record Holder of suchInterests in accordance with the provisions of Article IV hereof. A Personmay become a Record Holder without the consent or approval of any of theMembers. A Person may not become a Member without acquiring an Interest. Therights and obligations of a Person who is a Non-citizen Assignee shall bedetermined in accordance with Section 4.7 hereof.

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#### (b)         The name and mailing address of each Membershall be listed on the books and records of the Company maintained for suchpurpose by the Company or the Transfer Agent. The Secretary of the Companyshall update the books and records of the Company from time to time asnecessary to reflect accurately the information therein (or shall cause theTransfer Agent to do so, as applicable). A Member’s Interest shall berepresented by a Certificate, as provided in Section 4.1 hereof.

#### (c)          As provided in Section 18-303 of theDelaware Act, the debts, obligations and liabilities of the Company, whetherarising in contract, tort or otherwise, shall be solely the debts, obligationsand liabilities of the Company. The Members shall have no liability under thisAgreement, or for any such debt, obligation or liability of the Company, intheir capacity as a Member, except as expressly required in this Agreement orthe Delaware Act.

#### (d)         Members may not be expelled from or removed asMembers of the Company. Members shall not have any right to withdraw from theCompany; provided, that when atransferee of a Member’s Interest becomes a Record Holder of such Interest,such transferring Member shall cease to be a Member with respect to theInterest so transferred.

## Section 3.2                                      Managementof Business.  No Member, in itscapacity as such, shall participate in the operation or management of theCompany’s business, transact any business in the Company’s name or have thepower to sign documents for or otherwise bind the Company by reason of being aMember.

## Section 3.3                                      OutsideActivities of the Members.  AnyMember shall be entitled to and may have business interests and engage inbusiness activities in addition to those relating to the Company, includingbusiness interests and activities in direct competition with the Company Group.Neither the Company nor any of the other Members shall have any rights byvirtue of this Agreement in any business ventures of any Member.

## Section 3.4                                      Rightsof Members.

#### (a)          In addition to other rights provided by thisAgreement or by applicable law, and except as limited by Section 3.4(b),each Member shall have the right, for a lawful purpose reasonably related tosuch Member’s Interest as a Member in the Company, upon reasonable writtendemand containing a concise statement of such purposes and at such Member’s ownexpense:

###### (i)                                     to obtain true andfull information regarding the status of the business and financial conditionof the Company;

###### (ii)                                  promptly afterbecoming available, to obtain a copy of the Company’s federal, state and localincome tax returns for each year;

###### (iii)                               to have furnished to hima current list of the name and last known business, residence or mailingaddress of each Member;

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###### (iv)                              to have furnished to hima copy of this Agreement and the Certificate of Formation and all amendmentsthereto, together with copies of the executed copies of all powers of attorneypursuant to which this Agreement, the Certificate of Formation and allamendments thereto have been executed;

###### (v)                                 to obtain true andfull information regarding the amount of cash and a description and statementof the Net Agreed Value of any other Capital Contribution by each Member andthat each Member has agreed to contribute in the future, and the date on whicheach became a Member; and

###### (vi)                              to obtain such otherinformation regarding the affairs of the Company as is just and reasonable andconsistent with the stated purposes of the written demand.

#### (b)         The Board of Directors may keep confidentialfrom the Members, for such period of time as the Board of Directors determines,(i) any information that the Board of Directors determines to be in thenature of trade secrets or (ii) other information the disclosure of whichthe Board of Directors determines (A) is not in the best interests of theCompany Group, (B) could damage the Company Group or (C) that anyGroup Member is required by law, by the rules of any National SecuritiesExchange on which any Company Security is listed for trading, or by agreementwith any third party to keep confidential (other than agreements withAffiliates of the Company the primary purpose of which is to circumvent theobligations set forth in this Section 3.4).

**ARTICLE IV**

**CERTIFICATES;RECORD HOLDERS;TRANSFER OF INTERESTS; REDEMPTION OF INTERESTS**

## Section 4.1                                      Certificates.  Upon the Company’s issuance of Units to anyPerson, the Company may issue one or more Certificates in the name of suchPerson evidencing the number of such Units being so issued. In addition, uponthe request of any Person owning any other Company Securities other than Units,the Company shall issue to such Person one or more Certificates evidencing suchother Company Securities. Certificates shall be executed on behalf of theCompany by the Chairman of the Board, President or any Vice President and theSecretary or any Assistant Secretary. No Unit Certificate shall be valid forany purpose until it has been countersigned by the Transfer Agent; *provided*, *however*,that if the Board of Directors elects to issue Units in global form, the UnitCertificates shall be valid upon receipt of a certificate from the TransferAgent certifying that the Units have been duly registered in accordance withthe directions of the Company.  Any orall of the signatures required on the Certificate may be by facsimile. If anyOfficer or Transfer Agent who shall have signed or whose facsimile signatureshall have been placed upon any such Certificate shall have ceased to be suchOfficer or Transfer Agent before such Certificate is issued by the Company,such Certificate may nevertheless be issued by the Company with the same effectas if such Person were such Officer or Transfer Agent at the date of issue.Certificates shall be consecutively numbered and shall be entered on the booksand records of the Transfer Agent as they are issued and shall exhibit theholder’s name and number of Units.

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## Section 4.2                                      Mutilated,Destroyed, Lost or Stolen Certificates. If any mutilated Certificate is surrendered to the Transfer Agent, theappropriate Officers on behalf of the Company shall execute, and the TransferAgent shall countersign and deliver in exchange therefor, a new Certificateevidencing the same number and type of Company Securities as the Certificate sosurrendered.

### (a)          The appropriate Officerson behalf of the Company shall execute and deliver, and the Transfer Agentshall countersign a new Certificate in place of any Certificate previouslyissued if the Record Holder of the Certificate:

##### (i)                                     makes proof byaffidavit, in form and substance satisfactory to the Company, that a previouslyissued Certificate has been lost, destroyed or stolen;

##### (ii)                                  requests the issuanceof a new Certificate before the Company has notice that the Certificate hasbeen acquired by a purchaser for value in good faith and without notice of anadverse claim;

##### (iii)                               if requested by theCompany, delivers to the Company a bond, in form and substance satisfactory tothe Company, with surety or sureties and with fixed or open penalty as theCompany may direct to indemnify the Company and the Transfer Agent against anyclaim that may be made on account of the alleged loss, destruction or theft ofthe Certificate; and

##### (iv)                              satisfies any otherreasonable requirements imposed by the Company.

Ifa Member fails to notify the Company within a reasonable time after he hasnotice of the loss, destruction or theft of a Certificate, and a transfer ofthe Interests represented by the Certificate is registered before the Companyor the Transfer Agent receives such notification, the Member shall be precludedfrom making any claim against the Company or the Transfer Agent for suchtransfer or for a new Certificate.

### (b)         As a condition to theissuance of any new Certificate under this Section 4.2, the Company mayrequire the payment of a sum sufficient to cover any tax or other governmentalcharge that may be imposed in relation thereto and any other expenses(including the fees and expenses of the Transfer Agent) reasonably connectedtherewith.

## Section 4.3                                      RecordHolders.  The Company shall beentitled to recognize the Record Holder as the owner of an Interest and,accordingly, shall not be bound to recognize any equitable or other claim to orinterest in such Interest on the part of any other Person, regardless ofwhether the Company shall have actual or other notice thereof, except asotherwise provided by law or any applicable rule, regulation, guideline orrequirement of any National Securities Exchange on which such Interests arelisted for trading. Without limiting the foregoing, when a Person (such as abroker, dealer, bank, trust company or clearing corporation or an agent of anyof the foregoing) is acting as nominee, agent or in some other representativecapacity for another Person in acquiring and/or holding Interests, as betweenthe Company on the one hand, and such other Persons on the other, suchrepresentative Person shall be the Record Holder of such Interest.

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## Section 4.4                                      TransferGenerally.  The term “transfer,” whenused in this Agreement with respect to an Interest, shall be deemed to refer toa transaction by which the holder of an Interest assigns such Interest toanother Person who is or becomes a Member, and includes a sale, assignment,gift, exchange or any other disposition by law or otherwise, including anytransfer upon foreclosure of any pledge, encumbrance, hypothecation ormortgage. No Interest shall be transferred, in whole or in part, except inaccordance with the terms and conditions set forth in this Article IV. Anytransfer or purported transfer of an Interest not made in accordance with thisArticle IV shall be null and void.

## Section 4.5                                      Registrationand Transfer of Member Interests.

### (a)          The Company shall keepor cause to be kept on behalf of the Company a register that, subject to suchreasonable regulations as it may prescribe and subject to the provisions ofSection 4.5(b), will provide for the registration and transfer ofInterests. The Transfer Agent is hereby appointed registrar and transfer agentfor the purpose of registering Units and transfers of such Units as hereinprovided. The Company shall not recognize transfers of Certificates evidencingInterests unless such transfers are effected in the manner described in thisSection 4.5. Upon surrender of a Certificate for registration of transferof any Interests evidenced by a Certificate, and subject to the provisions ofSection 4.5(b), the appropriate Officers of the Company shall execute anddeliver, and in the case of Units, the Transfer Agent shall countersign anddeliver, in the name of the holder or the designated transferee or transferees,as required pursuant to the Record Holder’s instructions, one or more newCertificates evidencing the same aggregate number and type of Interests as wereevidenced by the Certificate so surrendered.

### (b)         Except as provided inSection 4.7, the Company shall not recognize any transfer of Interestsuntil the Certificates evidencing such Interests are surrendered forregistration of transfer. No charge shall be imposed by the Company for suchtransfer; provided, that as acondition to the issuance of any new Certificate under thisSection 4.5(b), the Company may require the payment of a sum sufficient tocover any tax or other governmental charge that may be imposed with respectthereto.

### (c)          By acceptance of thetransfer of any Interest in accordance with this Section 4.5 and except asprovided in Section 4.7, each transferee of an Interest (including anynominee holder or an agent or representative acquiring such Interests for theaccount of another Person) (i) shall be admitted to the Company as aMember with respect to the Interests so transferred to such Person when any suchtransfer or admission is reflected in the books and records of the Company,with or without execution of this Agreement, (ii) shall be deemed to agreeto be bound by the terms of, and shall be deemed to have executed, thisAgreement, (iii) shall become the Record Holder of the Interests sotransferred, (iv) represents that the transferee has the capacity, powerand authority to enter into this Agreement, (v) grants powers of attorneyto the Officers of the Company and any Liquidator of the Company and(vi) makes the consents and waivers contained in this Agreement. Thetransfer of any Interests and the admission of any new Member shall notconstitute an amendment to this Agreement.

### (d)         Subject to (i) theforegoing provisions of this Section 4.5, (ii) Section 4.3,(iii) Section 4.6, (iv) with respect to any series of Interests,the provisions of any statement of 

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### designations establishing suchseries, (v) any contractual provision binding on any Member and(vi) provisions of applicable law including the Securities Act, Interestsshall be freely transferable to any Person.

## Section 4.6                                      Restrictionson Transfers.

### (a)          The Company may imposerestrictions on the transfer of Interests if it receives an Opinion of Counselproviding that such restrictions are necessary to avoid a significant risk ofany Group Member becoming taxable as a corporation or otherwise becomingtaxable as an entity for federal income tax purposes. The Board of Directorsmay impose such restrictions by amending this Agreement in accordance with Article XI;provided, however, that any amendment that would result in the delisting orsuspension of trading of any class of Interests on the principal NationalSecurities Exchange on which such class of Interests is then traded must beapproved, prior to such amendment being effected, by the holders of at least amajority of the Outstanding Interests of such class. NotwithstandingSection 11.10, such approval may be obtained through a written consent ofsuch holders.

### (b)         Nothing contained in thisArticle IV, or elsewhere in this Agreement, shall preclude the settlementof any transactions involving Interests entered into through the facilities ofany National Securities Exchange on which such Interests are listed fortrading.

## Section 4.7                                      CitizenshipCertificates; Non-citizen Assignees.

### (a)          If any Group Member isor becomes subject to any federal, state or local law or regulation that theBoard of Directors determines would create a substantial risk of cancellationor forfeiture of any property in which the Group Member has an interest basedon the nationality, citizenship or other related status of a Member, the Boardof Directors may request any Member to furnish to the Company, within30 days after receipt of such request, an executed Citizenship Certificationor such other information concerning his nationality, citizenship or otherrelated status (or, if the Member is a nominee holding for the account ofanother Person, the nationality, citizenship or other related status of suchPerson) as the Company may request. If a Member fails to furnish to theCompany, within the aforementioned 30-day period, such CitizenshipCertification or other requested information or if upon receipt of suchCitizenship Certification or other requested information the Board of Directorsdetermines that a Member is not an Eligible Citizen, the Interests owned bysuch Member shall be subject to redemption in accordance with the provisions ofSection 4.8. In addition, the Board of Directors may require that thestatus of any such Member be changed to that of a Non-citizen Assignee and,thereupon, the Company shall be substituted for such Non-citizen Assignee asthe Member in respect of the Non-citizen Assignee’s Interests.

### (b)         The Company shall, inexercising voting rights in respect of Interests held by the Company on behalfof Non-citizen Assignees, distribute the votes in the same ratios or for thesame candidates for election as Directors as the votes of Members in respect ofInterests other than those of Non-citizen Assignees are cast, either for,against or abstaining as to the matter or election.

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### (c)          Upon dissolution of theCompany, a Non-citizen Assignee shall have no right to receive a distributionin kind pursuant to Section 10.3, but shall be entitled to the cashequivalent thereof, and the Company shall provide cash in exchange for anassignment of the Non-citizen Assignee’s share of any distribution in kind.Such payment and assignment shall be treated for Company purposes as a purchaseby the Company from the Non-citizen Assignee of his Member Interest(representing his right to receive his share of such distribution in kind).

### (d)         At any time after he canand does certify that he has become an Eligible Citizen, a Non-citizen Assigneemay, upon application to the Board of Directors, request that, with respect toany Interests of such Non-citizen Assignee not redeemed pursuant toSection 4.8, such Non-citizen Assignee be admitted as a Member, and uponapproval of the Board of Directors, such Non-citizen Assignee shall be admittedas a Member and shall no longer constitute a Non-citizen Assignee and theCompany shall cease to be deemed to be the Member in respect of such Interests.

## Section 4.8                                      Redemptionof Interests of Non-citizen Assignees.

### (a)          If at any time a Memberfails to furnish a Citizenship Certification or other information requestedwithin the 30-day period specified in Section 4.7(a), or, if upon receiptof such Citizenship Certification or other information the Board of Directorsdetermines, with the advice of counsel, that a Member is not an EligibleCitizen, the Company may, unless the Member establishes to the satisfaction ofthe Board of Directors that such Member is an Eligible Citizen or hastransferred his Interests to a Person who is an Eligible Citizen and whofurnishes a Citizenship Certification to the Board of Directors prior to thedate fixed for redemption as provided below, redeem the Interest of such Memberas follows:

##### (i)                                     The Board ofDirectors shall, not later than the 30th day before the date fixed for redemption, givenotice of redemption to the Member, at his last address designated on therecords of the Company or the Transfer Agent, by registered or certified mail,postage prepaid. The notice shall be deemed to have been given when so mailed. Thenotice shall specify the Redeemable Interests, the date fixed for redemption,the place of payment, that payment of the redemption price will be made uponsurrender of the Certificate evidencing the Redeemable Interests and that onand after the date fixed for redemption no further allocations or distributionsto which the Member would otherwise be entitled in respect of the RedeemableInterests will accrue or be made.

##### (ii)                                  The aggregateredemption price for Redeemable Interests shall be an amount equal to theCurrent Market Price (the date of determination of which shall be the datefixed for redemption) of Interests of the class to be so redeemed multiplied bythe number of Interests of each such class included among the RedeemableInterests. The redemption price shall be paid, as determined by the Board ofDirectors, in cash or by delivery of a promissory note of the Company in theprincipal amount of the redemption price, bearing interest at the Prime Rateannually and payable in three equal annual installments of principal togetherwith accrued interest, commencing one year after the redemption date.

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##### (iii)                               Upon surrender by or onbehalf of the Member, at the place specified in the notice of redemption, ofthe Certificate evidencing the Redeemable Interests, duly endorsed in blank oraccompanied by an assignment duly executed in blank, the Member or his dulyauthorized representative shall be entitled to receive the payment therefor.

##### (iv)                              After the redemptiondate, Redeemable Interests shall no longer constitute issued and OutstandingMember Interests.

### (b)         The provisions of thisSection 4.8 shall also be applicable to Interests held by a Member asnominee of a Person determined to be other than an Eligible Citizen.

### (c)          Nothing in thisSection 4.8 shall prevent the recipient of a notice of redemption fromtransferring his Interest before the redemption date if such transfer isotherwise permitted under this Agreement. Upon receipt of notice of such atransfer, the Board of Directors shall withdraw the notice of redemption, provided the transferee of suchInterest certifies to the satisfaction of the Board of Directors in aCitizenship Certification that he is an Eligible Citizen. If the transfereefails to make such certification, such redemption shall be effected from thetransferee on the original redemption date.

**ARTICLE V**

**CAPITALCONTRIBUTIONS AND ISSUANCE OF INTERESTS**

## Section 5.1                                      Redemptionor Exchange of the Pre-Initial Offering Interests.  On the Closing Date all Pre-Initial OfferingInterests in the Company shall be exchanged for Units as set forth onExhibit B hereto.

## Section 5.2                                      Contributionsby Initial Members.

### (a)          On the Closing Date andpursuant to the Underwriting Agreement, each Underwriter shall contribute tothe Company cash in an amount equal to the Issue Price per Initial Unit,multiplied by the number of Units specified in the Underwriting Agreement to bepurchased by such Underwriter at the Closing Date. In exchange for such CapitalContributions by the Underwriters, the Company shall issue Units to eachUnderwriter on whose behalf such Capital Contribution is made in an amountequal to the quotient obtained by dividing (i) the cash contribution tothe Company by or on behalf of such Underwriter by (ii) the Issue Priceper Initial Unit.

### (b)         Upon the exercise of theOver-Allotment Option and pursuant to the Underwriting Agreement, eachUnderwriter shall contribute to the Company cash in an amount equal to theIssue Price per Initial Unit, multiplied by the number of Units specified inthe Underwriting Agreement to be purchased by such Underwriter at the OptionClosing Date. In exchange for such Capital Contributions by the Underwriters,the Company shall issue Units to each Underwriter on whose behalf such CapitalContribution is made in an amount equal to the quotient obtained by dividing(i) the cash contributions to the Company by or on behalf of suchUnderwriter by (ii) the Issue Price per Initial Unit. Upon receipt by theCompany of the Capital Contributions from the Underwriters as provided in thisSection 5.2(b), the Company shall use such cash to redeem from Quantum,Clark Partners, Kings Highway Investment and Wauwinet 

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### Energy Partners, on a pro ratabasis, that number of Units held by them equal to the number of Units issued tothe Underwriters as provided in this Section 5.2(b).

### (c)          No Member Interests willbe issued or issuable as of or at the Closing Date other than (i) the11,750,000 Units issuable pursuant to Section 5.2(a) to the Underwriters,(ii) the “Option Units,”as such term is used in the Underwriting Agreement, in an aggregate number upto 1,762,500 Units issuable upon exercise of the Over-Allotment Option pursuantto Section 5.2(b), (iii) 343,364 units and Restricted units grantedpursuant to employment agreements and (iv) the 20,518,063 Units issuableto the holders of Pre-Initial Offering Interests pursuant to Section 5.1.

## Section 5.3                                      Interestand Withdrawal.  No interest shall bepaid by the Company on Capital Contributions. No Member shall be entitled tothe withdrawal or return of its Capital Contribution, except to the extent, ifany, that distributions made pursuant to this Agreement or upon termination ofthe Company may be considered as such by law and then only to the extentprovided for in this Agreement. Except to the extent expressly provided in thisAgreement, no Member shall have priority over any other Member either as to thereturn of Capital Contributions or as to profits, losses or distributions.

## Section 5.4                                      CapitalAccounts.

### (a)          The Company shallmaintain for each Member (or a beneficial owner of Interests held by a nomineein any case in which the nominee has furnished the identity of such owner tothe Company in accordance with Section 6031(c) of the Code or any othermethod acceptable to the Company) owning an Interest a separate Capital Accountwith respect to such Interest in accordance with the rules of TreasuryRegulation Section 1.704-1(b)(2)(iv). Such Capital Account shall beincreased by (i) the amount of all Capital Contributions made to the Companywith respect to such Interest pursuant to this Agreement and (ii) allitems of Company income and gain (including, without limitation, Simulated Gainand income and gain exempt from tax) computed in accordance withSection 5.4(b) and allocated with respect to such Interest pursuant toSection 6.1, and decreased by (x) the amount of cash or Net AgreedValue of all actual and deemed distributions of cash or property made withrespect to such Interest pursuant to this Agreement and (y) all items ofCompany deduction and loss (including Simulated Depletion and Simulated Loss)computed in accordance with Section 5.4(b) and allocated with respect tosuch Interest pursuant to Section 6.1.

### (b)         For purposes of computingthe amount of any item of income, gain, loss or deduction, Simulated Depletion,Simulated Gain or Simulated Loss which is to be allocated pursuant toArticle VI and is to be reflected in the Members’ Capital Accounts, thedetermination, recognition and classification of any such item shall be the sameas its determination, recognition and classification for federal income taxpurposes (including, without limitation, any method of depreciation, costrecovery or amortization used for that purpose), provided, that:

##### (i)                                     Solely forpurposes of this Section 5.4, the Company shall be treated as owningdirectly its proportionate share (as determined by the Board of Directors basedupon the provisions of the applicable Group Member Agreement) of all propertyowned 

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##### by any other Group Member that is classifiedas a partnership for federal income tax purposes.

##### (ii)                                  All fees and otherexpenses incurred by the Company to promote the sale of (or to sell) anInterest that can neither be deducted nor amortized under Section 709 ofthe Code, if any, shall, for purposes of Capital Account maintenance, betreated as an item of deduction at the time such fees and other expenses areincurred and shall be allocated among the Members pursuant to Section 6.1.

##### (iii)                               Except as otherwiseprovided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), thecomputation of all items of income, gain, loss, deduction, Simulated Depletion,Simulated Gain and Simulated Loss shall be made without regard to any electionunder Section 754 of the Code which may be made by the Company and, as tothose items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code,without regard to the fact that such items are not includable in gross incomeor are neither currently deductible nor capitalized for federal income taxpurposes. To the extent an adjustment to the adjusted tax basis of any Companyasset pursuant to Section 734(b) or 743(b) of the Code is required,pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be takeninto account in determining Capital Accounts, the amount of such adjustment inthe Capital Accounts shall be treated as an item of gain or loss.

##### (iv)                              Any income, gain, loss,Simulated Gain or Simulated Loss attributable to the taxable disposition of anyCompany property shall be determined as if the adjusted basis of such propertyas of such date of disposition were equal in amount to the Company’s CarryingValue with respect to such property as of such date.

##### (v)                                 In accordance with therequirements of Section 704(b) of the Code, any deductions fordepreciation, cost recovery amortization or Simulated Depletion attributable toany Contributed Property shall be determined as if the adjusted basis of suchproperty on the date it was acquired by the Company were equal to the AgreedValue of such property. Upon an adjustment pursuant to Section 5.4(c) tothe Carrying Value of any Company property subject to depreciation, costrecovery or amortization, any further deductions for such depreciation, costrecovery, amortization or Simulated Depletion attributable to such propertyshall be determined (A) as if the adjusted basis of such property wereequal to the Carrying Value of such property immediately following suchadjustment and (B) using a rate of depreciation, cost recovery,amortization or Simulated Depletion derived from the same method and usefullife (or, if applicable, the remaining useful life) as is applied for federalincome tax purposes; provided, however, that, if the asset has azero adjusted basis for federal income tax purposes, depreciation, costrecovery, amortization or Simulated Depletion deductions shall be determinedusing any method that the Board of Directors may adopt.

##### (vi)                              If the Company’s adjustedbasis in a depreciable or cost recovery property is reduced for federal incometax purposes pursuant to Section 48(q)(1) or 48(q)(3) of the Code, theamount of such reduction shall, solely for purposes hereof, be deemed to be anadditional depreciation or cost recovery deduction in the year such property isplaced in service and shall be allocated among the Members pursuant toSection 6.1. Any 

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##### restoration of such basis pursuant toSection 48(q)(2) of the Code shall, to the extent possible, be allocatedin the same manner to the Members to whom such deemed deduction was allocated.

### (c)          A transferee of an Interestshall succeed to a pro rata portion of the Capital Account of the transferorrelating to the Interest so transferred.

##### (i)                                     In accordance withTreasury Regulation Section 1.704-1(b)(2)(iv)(f), on an issuance ofadditional Interests for cash or Contributed Property and the issuance ofInterests as consideration for the provision of services, the Capital Accountof all Members and the Carrying Value of each Company property immediatelyprior to such issuance shall be adjusted upward or downward to reflect anyUnrealized Gain or Unrealized Loss attributable to such Company property, as ifsuch Unrealized Gain or Unrealized Loss had been recognized on an actual saleof each such property immediately prior to such issuance and had been allocatedto the Members at such time pursuant to Section 6.1 in the same manner asany item of gain, loss, Simulated Gain or Simulated Loss actually recognizedduring such period would have been allocated. In determining such UnrealizedGain or Unrealized Loss, the aggregate cash amount and fair market value of allCompany assets (including, without limitation, cash or cash equivalents)immediately prior to the issuance of additional Interests shall be determinedby the Board of Directors using such method of valuation as it may adopt; provided, however, that the Board of Directors, in arriving at suchvaluation, must take fully into account the fair market value of the Interestsof all Members at such time. The Board of Directors shall allocate suchaggregate value among the assets of the Company (in such manner as itdetermines) to arrive at a fair market value for individual properties.

##### (ii)                                  In accordance withTreasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately prior to anyactual or deemed distribution to a Member of any Company property (other than adistribution of cash that is not in redemption or retirement of an Interest),the Capital Accounts of all Members and the Carrying Value of all Companyproperty shall be adjusted upward or downward to reflect any Unrealized Gain orUnrealized Loss attributable to such Company property, as if such UnrealizedGain or Unrealized Loss had been recognized in a sale of such propertyimmediately prior to such distribution for an amount equal to its fair marketvalue, and had been allocated to the Members, at such time, pursuant toSection 6.1 in the same manner as any item of gain, loss, Simulated Gainor Simulated Loss actually recognized during such period would have beenallocated. In determining such Unrealized Gain or Unrealized Loss the aggregatecash amount and fair market value of all Company assets (including, withoutlimitation, cash or cash equivalents) immediately prior to a distribution shall(A) in the case of an actual distribution that is not made pursuant toSection 10.3 or in the case of a deemed distribution, be determined andallocated in the same manner as that provided in Section 5.4(c)(i) or(B) in the case of a liquidating distribution pursuant toSection 10.3, be determined and allocated by the Liquidator using suchmethod of valuation as it may adopt.

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## Section 5.5                                      Issuancesof Additional Company Securities.

### (a)          Subject toSection 5.6, the Company may issue additional Company Securities, andoptions, rights, warrants and appreciation rights relating to the CompanySecurities for any Company purpose at any time and from time to time to suchPersons for such consideration and on such terms and conditions as the Board ofDirectors shall determine, all without the approval of any Members.

### (b)         Each additional CompanySecurity authorized to be issued by the Company pursuant to Section 5.5(a)may be issued in one or more classes, or one or more series of any suchclasses, with such designations, preferences, rights, powers and duties (whichmay be senior to existing classes and series of Company Securities), as shallbe fixed by the Board of Directors, including (i) the right to shareCompany profits and losses or items thereof; (ii) the right to share inCompany distributions; (iii) the rights upon dissolution and liquidationof the Company; (iv) whether, and the terms and conditions upon which, theCompany may redeem the Company Security; (v) whether such Company Securityis issued with the privilege of conversion or exchange and, if so, the termsand conditions of such conversion or exchange; (vi) the terms andconditions upon which each Company Security will be issued, evidenced bycertificates and assigned or transferred; (vii) the method for determiningthe Percentage Interest as to such Company Security; and (viii) the right,if any, of each such Company Security to vote on Company matters, includingmatters relating to the relative rights, preferences and privileges of suchCompany Security.

### (c)          The Board of Directorsshall take all actions that it determines to be necessary or appropriate inconnection with (i) each issuance of Company Securities and options,rights, warrants and appreciation rights relating to Company Securitiespursuant to this Section 5.5, (ii) the admission of Additional Membersand (iii) all additional issuances of Company Securities. The Board ofDirectors shall determine the relative designations, preferences, rights,powers and duties of the holders of the Units or other Company Securities beingso issued. The Board of Directors shall do all things necessary to comply withthe Delaware Act and is authorized and directed to do all things that itdetermines to be necessary or appropriate in connection with any futureissuance of Company Securities pursuant to the terms of this Agreement, includingcompliance with any statute, rule, regulation or guideline of any federal,state or other governmental agency or any National Securities Exchange on whichthe Units or other Company Securities are listed for trading.

## Section 5.6                                      Limitationson Issuance of Additional Company Securities.  The issuance of Company Securities pursuantto Section 5.5 shall be subject to the following restrictions andlimitations: No fractional Units shall be issued by the Company.

## Section 5.7                                      NoPreemptive Rights.  No Person shall have any preemptive,preferential or other similar right with respect to the issuance of any CompanySecurity, whether unissued, held in the treasury or hereafter created.

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## Section 5.8                                      Splitsand Combinations.

### (a)          Subject toSection 5.8(d), the Company may make a Pro Rata distribution of CompanySecurities to all Record Holders or may effect a subdivision or combination ofCompany Securities so long as, after any such event, each Member shall have thesame Percentage Interest in the Company as before such event, and any amountscalculated on a per Unit basis or stated as a number of Units areproportionately adjusted retroactive to the date of formation of the Company.

### (b)         Whenever such adistribution, subdivision or combination of Company Securities is declared, theBoard of Directors shall select a Record Date as of which the distribution,subdivision or combination shall be effective and shall send notice thereof atleast 20 days prior to such Record Date to each Record Holder as of a datenot less than 10 days prior to the date of such notice. The Board ofDirectors also may cause a firm of independent public accountants selected byit to calculate the number of Company Securities to be held by each RecordHolder after giving effect to such distribution, subdivision or combination.The Board of Directors shall be entitled to rely on any certificate provided bysuch firm as conclusive evidence of the accuracy of such calculation.

### (c)          Promptly following anysuch distribution, subdivision or combination, the Company may issueCertificates to the Record Holders of Company Securities as of the applicableRecord Date representing the new number of Company Securities held by suchRecord Holders, or the Board of Directors may adopt such other procedures thatit determines to be necessary or appropriate to reflect such changes. If anysuch combination results in a smaller total number of Company SecuritiesOutstanding, the Company shall require, as a condition to the delivery to aRecord Holder of such new Certificate, the surrender of any Certificate held bysuch Record Holder immediately prior to such Record Date.

### (d)         The Company shall notissue fractional Units upon any distribution, subdivision or combination ofUnits. If a distribution, subdivision or combination of Units would result inthe issuance of fractional Units but for the provisions of Section 5.6 andthis Section 5.8(d), each fractional Unit shall be rounded to the nearestwhole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

## Section 5.9                                      FullyPaid and Non-Assessable Nature of Interests.  All Member Interests issued pursuant to, andin accordance with the requirements of, this Article V shall be validlyissued, fully paid and non-assessable Interests in the Company, except as such non-assessabilitymay be affected by Sections 18-607 or 18-804 of the Delaware Act and except tothe extent otherwise provided in this Agreement.

**ARTICLE VI**

**ALLOCATIONSAND DISTRIBUTIONS**

## Section 6.1                                      Allocationsfor Capital Account Purposes.  For purposes of maintaining theCapital Accounts and in determining the rights of the Members among themselves,the Company’s items of income, gain, loss, deduction, Simulated Depletion,Simulated Gain and 

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## Simulated Loss (computed inaccordance with Section 5.4(b)) shall be allocated among the Members ineach taxable year (or portion thereof) as provided herein below.

### (a)          Net Income.  After givingeffect to the special allocations set forth in Section 6.1(d), Net Incomefor each taxable year and all items of income, gain, loss, deduction, SimulatedDepletion, Simulated Gain and Simulated Loss taken into account in computingNet Income for such taxable year shall be allocated to the Unitholders inaccordance with their respective Percentage Interests.

### (b)         Net Losses.  After givingeffect to the special allocations set forth in Section 6.1(d), Net Lossesfor each taxable period and all items of income, gain, loss, deduction,Simulated Depletion, Simulated Gain and Simulated Loss taken into account incomputing Net Losses for such taxable period shall be allocated to theUnitholders in accordance with their respective Percentage Interests; provided that Net Losses shall not beallocated pursuant to this Section 6.1(b) to the extent that suchallocation would cause any Unitholder to have a deficit balance in its AdjustedCapital Account at the end of such taxable year (or increase any existingdeficit balance in its Adjusted Capital Account).

### (c)          Net Termination Gains and Losses.  After giving effect to the specialallocations set forth in Section 6.1(d), all items of income, gain, loss,deduction, Simulated Depletion, Simulated Gain and Simulated Loss taken intoaccount in computing Net Termination Gain or Net Termination Loss for suchtaxable period shall be allocated in the same manner as such Net TerminationGain or Net Termination Loss is allocated hereunder. All allocations under thisSection 6.1(c) shall be made after Capital Account balances have beenadjusted by all other allocations provided under this Section 6.1 and afterall distributions of Available Cash provided under Section 6.4 have beenmade; provided, however, that solely for purposes ofthis Section 6.1(c), Capital Accounts shall not be adjusted fordistributions made pursuant to Section 10.3.

##### (i)                                     If a Net TerminationGain is recognized (or deemed recognized pursuant to Section 5.4(c)), suchNet Termination Gain shall be allocated among the Members in the followingmanner (and the Capital Accounts of the Members shall be increased by theamount so allocated in each of the following subclauses, in the order listed,before an allocation is made pursuant to the next succeeding subclause):

(A)      First,to each Member having a deficit balance in its Capital Account, in theproportion that such deficit balance bears to the total deficit balances in theCapital Accounts of all Members, until each such Member has been allocated NetTermination Gain equal to any such deficit balance in its Capital Account; and

(B)        Second,100% to all Unitholders in accordance with their respective PercentageInterests.

##### (ii)                                  If a Net TerminationLoss is recognized (or deemed recognized pursuant to Section 5.4(c)), suchNet Termination Loss shall be allocated among the Members in the followingmanner:

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(A)      First,to the Unitholders, Pro Rata, until the Capital Account in respect of each Unitthen Outstanding has been reduced to zero; and

(B)        Second,the balance, if any, 100% to all Unitholders in accordance with theirrespective percentage Interests.

### (d)         Special Allocations. Notwithstanding any other provision of this Section 6.1, thefollowing special allocations shall be made for such taxable period:

##### (i)                                     Company Minimum Gain Chargeback.  Notwithstanding any other provision of thisSection 6.1, if there is a net decrease in Company Minimum Gain during anyCompany taxable period, each Member shall be allocated items of Company income,gain and Simulated Gain for such period (and, if necessary, subsequent periods)in the manner and amounts provided in Treasury Regulation Sections1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision.For purposes of this Section 6.1(d), each Member’s Adjusted CapitalAccount balance shall be determined, and the allocation of income, gain andSimulated Gain required hereunder shall be effected, prior to the applicationof any other allocations pursuant to this Section 6.1(d) with respect tosuch taxable period (other than an allocation pursuant toSection 6.1(d)(vi) and 6.1(d)(vii)). ThisSection 6.1(d)(i) is intended to comply with the Company Minimum Gainchargeback requirement in Treasury Regulation Section 1.704-2(f) and shallbe interpreted consistently therewith.

##### (ii)                                  Chargeback of Member Nonrecourse DebtMinimum Gain.  Notwithstanding theother provisions of this Section 6.1 (other than Section 6.1(d)(i)),except as provided in Treasury Regulation Section 1.704-2(i)(4), if thereis a net decrease in Member Nonrecourse Debt Minimum Gain during any Companytaxable period, any Member with a share of Member Nonrecourse Debt Minimum Gainat the beginning of such taxable period shall be allocated items of Companyincome, gain and Simulated Gain for such period (and, if necessary, subsequentperiods) in the manner and amounts provided in Treasury Regulation Sections1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposesof this Section 6.1(d), each Member’s Adjusted Capital Account balanceshall be determined, and the allocation of income, gain and Simulated Gainrequired hereunder shall be effected, prior to the application of any otherallocations pursuant to this Section 6.1(d), other thanSection 6.1(d)(i) and other than an allocation pursuant toSection 6.1(d)(vi) and 6.1(d)(vii), with respect to such taxableperiod. This Section 6.1(d)(ii) is intended to comply with thechargeback of items of income and gain requirement in Treasury RegulationSection 1.704-2(i)(4) and shall be interpreted consistently therewith.

##### (iii)                               Intentionally leftblank.

##### (iv)                              Qualified Income Offset. In the event any Member unexpectedly receives any adjustments,allocations or distributions described in Treasury Regulation Sections1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6),items of Company income, gain and Simulated Gain shall be specially allocatedto such Member in an amount and manner sufficient to eliminate, to the extentrequired by the Treasury 

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##### Regulations promulgated underSection 704(b) of the Code, the deficit balance, if any, in its AdjustedCapital Account created by such adjustments, allocations or distributions asquickly as possible unless such deficit balance is otherwise eliminatedpursuant to Section 6.1(d)(i) or (ii).

##### (v)                                 Gross Income Allocations.  In the event any Member has a deficit balancein its Capital Account at the end of any Company taxable period in excess ofthe sum of (A) the amount such Member is required to restore pursuant tothe provisions of this Agreement and (B) the amount such Member is deemedobligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and1.704-2(i)(5), such Member shall be specially allocated items of Company grossincome, gain and Simulated Gain in the amount of such excess as quickly aspossible; provided, that anallocation pursuant to this Section 6.1(d)(v) shall be made only ifand to the extent that such Member would have a deficit balance in its CapitalAccount as adjusted after all other allocations provided for in thisSection 6.1 have been tentatively made as if thisSection 6.1(d)(v) were not in this Agreement.

##### (vi)                              Nonrecourse Deductions. Nonrecourse Deductions for any taxable period shall be allocated to theMembers in accordance with their respective Percentage Interests. If the Boardof Directors determines that the Company’s Nonrecourse Deductions should beallocated in a different ratio to satisfy the safe harbor requirements of theTreasury Regulations promulgated under Section 704(b) of the Code, theBoard of Directors is authorized, upon notice to the other Members, to revisethe prescribed ratio to the numerically closest ratio that does satisfy suchrequirements.

##### (vii)                           Member Nonrecourse Deductions. Member Nonrecourse Deductions for any taxable period shall be allocated100% to the Member that bears the Economic Risk of Loss with respect to theMember Nonrecourse Debt to which such Member Nonrecourse Deductions areattributable in accordance with Treasury RegulationSection 1.704-2(i).  If more thanone Member bears the Economic Risk of Loss with respect to a Member NonrecourseDebt, such Member Nonrecourse Deductions attributable thereto shall beallocated between or among such Members in accordance with the ratios in whichthey share such Economic Risk of Loss.

##### (viii)                        Nonrecourse Liabilities. For purposes of Treasury Regulation Section 1.752-3(a)(3), theMembers agree that Nonrecourse Liabilities of the Company in excess of the sumof (A) the amount of Company Minimum Gain and (B) the total amount ofNonrecourse Built-in Gain shall be allocated among the Members in accordancewith their respective Percentage Interests.

##### (ix)                                Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Companyasset pursuant to Section 734(b) or 743(b) of the Code is required,pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be takeninto account in determining Capital Accounts, the amount of such adjustment tothe Capital Accounts shall be treated as an item of gain or Simulated Gain (ifthe adjustment increases the basis of the asset) or loss or Simulated Loss (ifthe adjustment decreases such basis), and such item of gain or loss shall bespecially allocated to the Members in a 

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##### manner consistent with the manner in whichtheir Capital Accounts are required to be adjusted pursuant to such Section ofthe Treasury Regulations.

##### (x)                                   Curative Allocation.

(A)      Notwithstandingany other provision of this Section 6.1, other than the RequiredAllocations, the Required Allocations shall be taken into account in making theAgreed Allocations so that, to the extent possible, the net amount of items ofincome, gain, loss, deduction, Simulated Depletion, Simulated Gain or SimulatedLoss allocated to each Member pursuant to the Required Allocations and theAgreed Allocations, together, shall be equal to the net amount of such itemsthat would have been allocated to each such Member under the Agreed Allocationshad the Required Allocations and the related Curative Allocation not otherwisebeen provided in this Section 6.1. Notwithstanding the preceding sentence,Required Allocations relating to (1) Nonrecourse Deductions shall not betaken into account except to the extent that there has been a decrease inCompany Minimum Gain and (2) Member Nonrecourse Deductions shall not betaken into account except to the extent that there has been a decrease inMember Nonrecourse Debt Minimum Gain. Allocations pursuant to thisSection 6.1(d)(x)(A) shall only be made with respect to RequiredAllocations to the extent the Board of Directors reasonably determines thatsuch allocations will otherwise be inconsistent with the economic agreementamong the Members. Further, allocations pursuant to thisSection 6.1(d)(x)(A) shall be deferred with respect to allocationspursuant to clauses (1) and (2) hereof to the extent the Board ofDirectors determines that such allocations are likely to be offset bysubsequent Required Allocations.

(B)        TheBoard of Directors shall, with respect to each taxable period, (1) applythe provisions of Section 6.1(d)(x)(A) in whatever order is most likely tominimize the economic distortions that might otherwise result from the RequiredAllocations, and (2) divide all allocations pursuant toSection 6.1(d)(x)(A) among the Members in a manner that is likely tominimize such economic distortions.

##### (xi)                                Corrective Allocations. In the event of any allocation of Additional Book Basis Derivative Itemsor any Book-Down Event or any recognition of a Net Termination Loss, thefollowing rules shall apply:

(A)      Inthe case of any allocation of Additional Book Basis Derivative Items (otherthan an allocation of Unrealized Gain or Unrealized Loss under Section 5.4(c)hereof) to only certain Members (the “Allocated Members”), the Board ofDirectors shall allocate additional items of gross income, gain and SimulatedGain away from the Allocated Members to the extent that the Additional BookBasis Derivative Items allocated to the Allocated Members exceed their Share ofAdditional Book 

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Basis DerivativeItems and to the remaining Members (or shall allocate additional items ofdeduction, loss , Simulated Depletion and Simulated Loss away from the otherMembers and to the Allocated Members). For this purpose, a Member shall be treated as having been allocatedAdditional Book Basis Derivative Items to the extent that such Additional BookBasis Derivative Items have reduced the amount of income that otherwise havebeen allocated to the Member under this Amended and Restated Limited LiabilityCompany Agreement.  Any allocation madepursuant to this Section 6.1(d)(xi)(A) shall be made after all of the otherAgreed Allocations have been made as if this Section 6.1(d)(xi) were not inthis Amended and Restated Limited Liability Company Agreement and, to theextent necessary, shall require the reallocation of items that have beenallocated pursuant to such other Agreed Allocations.

(B)        Inthe case of any negative adjustments to the Capital Accounts of the Membersresulting from a Book-Down Event or from the recognition of a Net TerminationLoss, such negative adjustment (1) shall first be allocated, to the extentof the Aggregate Remaining Net Positive Adjustments, in such a manner, asdetermined by the Board of Directors, that to the extent possible the aggregateCapital Accounts of the Members will equal the amount that would have been theCapital Account balance of the Members if no prior Book-Up Events had occurred,and (2) any negative adjustment in excess of the Aggregate Remaining NetPositive Adjustments shall be allocated pursuant to Section 6.1(c) hereof.

(C)        Inmaking the allocations required under this Section 6.1(d)(xi), the Board ofDirectors may apply whatever conventions or other methodology it determineswill satisfy the purpose of this Section 6.1(d)(xi).

## Section 6.2                                      Allocationsfor Tax Purposes.

### (a)          Except as otherwiseprovided herein, for federal income tax purposes, each item of income, gain,loss and deduction shall be allocated among the Members in the same manner asits correlative item of “book” income, gain, loss or deduction is allocatedpursuant to Section 6.1.

### (b)         The deduction fordepletion with respect to each separate oil and gas property (as defined inSection 614 of the Code) shall be computed for federal income tax purposesseparately by the Members rather than by the Company in accordance with Section613A(c)(7)(D) of the Code.  Except asprovided in Section 6.2(c)(iii), for purposes of such computation (beforetaking into account any adjustments resulting from an election made by theCompany under Section 754 of the Code), the adjusted tax basis of each oil andgas property (as defined in Section 614 of the Code) shall be allocated amongthe Members in accordance with their respective Percentage Interests.

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EachMember shall separately keep records of his share of the adjusted tax basis ineach oil and gas property, allocated as provided above, adjust such share ofthe adjusted tax basis for any cost or percentage depletion allowable withrespect to such property, and use such adjusted tax basis in the computation ofits cost depletion or in the computation of his gain or loss on the dispositionof such property by the Company.

### (c)          Except as provided inSection 6.2(c)(iii), for the purposes of the separate computation of gain orloss by each Member on the sale or disposition of each separate oil and gasproperty (as defined in Section 614 of the Code), the Company’s allocable shareof the “amount realized” (as such term is defined in Section 1001(b) of theCode) from such sale or disposition shall be allocated for federal income taxpurposes among the Members as follows:

##### (i)                                     first, to theextent such amount realized constitutes a recovery of the Simulated Basis ofthe property, to the Members in the same proportion as the depletable basis ofsuch property was allocated to the Members pursuant to Section 6.2(b) (withoutregard to any special allocation of basis under Section 6.2(c)(iii));

##### (ii)                                  second, the remainderof such amount realized, if any, to the Members so that, to the maximum extentpossible, the amount realized allocated to each Member under this Section6.2(c)(ii) will equal such Member’s share of the Simulated Gain recognized bythe Company from such sale or disposition.

##### (iii)                               The Members recognizethat with respect to Contributed Property and Adjusted Property there will be adifference between the Carrying Value of such property at the time ofcontribution or revaluation, as the case may be, and the adjusted tax basis ofsuch property at that time. All items of tax depreciation, cost recovery,amortization, adjusted tax basis of depletable properties, amount realized andgain or loss with respect to such Contributed Property and Adjusted Propertyshall be allocated among the Members to take into account the disparitiesbetween the Carrying Values and the adjusted tax basis with respect to suchproperties in accordance with the principles of Treasury Regulation Section1.704-3(d).

##### (iv)                              Any elections or otherdecisions relating to such allocations shall be made by the Board of Directorsin any manner that reasonably reflects the purpose and intention of theAgreement.

### (d)         In an attempt toeliminate Book-Tax Disparities attributable to a Contributed Property orAdjusted Property, other than an oil and gas property pursuant to Section6.2(c), items of income, gain, loss, depreciation, amortization and costrecovery deductions shall be allocated for federal income tax purposes amongthe Members as follows:

##### (i)                                     (A) In the case ofa Contributed Property, such items attributable thereto shall be allocatedamong the Members in the manner provided under Section 704(c) of the Codethat takes into account the variation between the Agreed Value of such propertyand its adjusted basis at the time of contribution; and (B) any item ofResidual Gain or Residual Loss attributable to a Contributed Property shall beallocated among the 

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##### Members in the same manner as its correlativeitem of “book” gain or loss is allocated pursuant to Section 6.1.

##### (ii)                                  (A) In the case of anAdjusted Property, such items shall (1) first, be allocated among theMembers in a manner consistent with the principles of Section 704(c) ofthe Code to take into account the Unrealized Gain or Unrealized Lossattributable to such property and the allocations thereof pursuant toSection 5.4(c)(i) or 5.4(c)(ii), and (2) second, in the eventsuch property was originally a Contributed Property, be allocated among theMembers in a manner consistent with Section 6.2(d)(i)(A); and (B) anyitem of Residual Gain or Residual Loss attributable to an Adjusted Propertyshall be allocated among the Members in the same manner as its correlative itemof “book” gain or loss is allocated pursuant to Section 6.1.

##### (iii)                               The Board of Directorsshall apply the principles of Treasury Regulation Section 1.704-3(d) toeliminate Book-Tax Disparities.

### (e)          For the properadministration of the Company and for the preservation of uniformity of theUnits (or any class or classes thereof), the Board of Directors shall(i) adopt such conventions as it deems appropriate in determining theamount of depreciation, amortization and cost recovery deductions;(ii) make special allocations for federal income tax purposes of income(including, without limitation, gross income) or deductions; and(iii) amend the provisions of this Agreement as appropriate (x) toreflect the proposal or promulgation of Treasury Regulations underSection 704(b) or Section 704(c) of the Code or (y) otherwise topreserve or achieve uniformity of the Units (or any class or classes thereof).The Board of Directors may adopt such conventions, make such allocations andmake such amendments to this Agreement as provided in this Section 6.2(c)only if such conventions, allocations or amendments would not have a materialadverse effect on the Members, the holders of any class or classes of Unitsissued and Outstanding or the Company, and if such allocations are consistentwith the principles of Section 704 of the Code.

### (f)            The Board of Directorsmay determine to depreciate or amortize the portion of an adjustment underSection 743(b) of the Code attributable to unrealized appreciation in anyAdjusted Property (to the extent of the unamortized Book-Tax Disparity) using apredetermined rate derived from the depreciation or amortization method anduseful life applied to the Company’s common basis of such property, despite anyinconsistency of such approach with Treasury Regulation Section 1.167(c)-l(a)(6)or any successor regulations thereto. If the Board of Directors determines thatsuch reporting position cannot be taken, the Board of Directors may adoptdepreciation and amortization conventions under which all purchasers acquiringUnits in the same month would receive depreciation and amortization deductions,based upon the same applicable rate as if they had purchased a direct interestin the Company’s property. If the Board of Directors chooses not to utilizesuch aggregate method, the Board of Directors may use any other depreciationand amortization conventions to preserve the uniformity of the intrinsic taxcharacteristics of any Member Interests, so long as such conventions would nothave a material adverse effect on the Members or the Record Holders of anyclass or classes of Units.

### (g)         Any gain allocated to theMembers upon the sale or other taxable disposition of any Company asset shall,to the extent possible, after taking into account other required 

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### allocations of gain pursuant tothis Section 6.2, be characterized as Recapture Income in the sameproportions and to the same extent as such Members (or their predecessors ininterest) have been allocated any deductions directly or indirectly giving riseto the treatment of such gains as Recapture Income.

### (h)         All items of income,gain, loss, deduction and credit recognized by the Company for federal incometax purposes and allocated to the Members in accordance with the provisionshereof shall be determined without regard to any election underSection 754 of the Code that may be made by the Company; provided, however, that such allocations, once made, shall be adjusted (inthe manner determined by the Board of Directors) to take into account thoseadjustments permitted or required by Sections 734 and 743 of the Code.

### (i)             Each item of Companyincome, gain, loss and deduction shall, for federal income tax purposes, bedetermined on an annual basis and prorated on a monthly basis and shall beallocated to the Members as of the opening of the New York Stock Exchange onthe first Business Day of each month; provided,however, such items for theperiod beginning on the Closing Date and ending on the last day of the month inwhich the Option Closing Date or the expiration of the Over-Allotment Optionoccurs shall be allocated to the Members as of the opening of the New YorkStock Exchange on the first Business Day of the next succeeding month; and provided, further, that gain or loss on a sale or other disposition of anyassets of the Company or any other extraordinary item of income or lossrealized and recognized other than in the ordinary course of business, asdetermined by the Board of Directors, shall be allocated to the Members as ofthe opening of the New York Stock Exchange on the first Business Day of themonth in which such gain or loss is recognized for federal income tax purposes.The Board of Directors may revise, alter or otherwise modify such methods ofallocation to the extent permitted or required by Section 706 of the Codeand the regulations or rulings promulgated thereunder.

### (j)             Allocations thatwould otherwise be made to a Member under the provisions of thisArticle VI shall instead be made to the beneficial owner of Units held bya nominee in any case in which the nominee has furnished the identity of suchowner to the Company in accordance with Section 6031(c) of the Code or anyother method determined by the Board of Directors.

## Section 6.3                                      Requirementof Distributions; Distributions to Record Holders.

### (a)          Within 45 days followingthe end of each Quarter commencing with the Quarter ending on March 31, 2006,an amount equal to 100% of Available Cash with respect to such Quarter shall,subject to Section 18-607 of the Delaware Act, be distributed inaccordance with this Article VI by the Company to the Members as of theRecord Date selected by the Board of Directors. All distributions required tobe made under this Agreement shall be made subject to Sections 18-607 and18-804 of the Delaware Act.

### (b)         NotwithstandingSection 6.3(a), in the event of the dissolution and liquidation of theCompany, all receipts received during or after the Quarter in which theLiquidation Date occurs, other than from borrowings described in(a)(ii) of the definition of Available Cash, shall 

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### be applied and distributedsolely in accordance with, and subject to the terms and conditions of,Section 10.3(a).

### (c)          The Board of Directorsmay treat taxes paid by the Company on behalf of, or amounts withheld withrespect to, all or less than all of the Members, as a distribution of AvailableCash to such Members.

### (d)         Each distribution inrespect of an Interest shall be paid by the Company, directly or through theTransfer Agent or through any other Person or agent, only to the Record Holderof such Interest as of the Record Date set for such distribution. Such paymentshall constitute full payment and satisfaction of the Company’s liability inrespect of such payment, regardless of any claim of any Person who may have aninterest in such payment by reason of an assignment or otherwise.

## Section 6.4                                      Distributionsof Available Cash.  Available Cashwith respect to any Quarter, subject to Section 18-607 of the Delaware Actand except as otherwise required by Section 5.6(b) in respect of otherCompany Securities issued pursuant thereto, shall be distributed 100% to allUnitholders in accordance with their respective Percentage Interests.

**ARTICLE VII**

**MANAGEMENTAND OPERATION OF BUSINESS**

## Section 7.1                                      Boardof Directors.

### (a)          Except as otherwiseexpressly provided in this Agreement, the business and affairs of the Companyshall be managed by or under the direction of a Board of Directors (the “Board of Directors”). As provided inSection 7.4, the Board of Directors shall have the power and authority toappoint Officers of the Company. The Directors and Officers shall constitute “managers”within the meaning of the Delaware Act. No Member, by virtue of its status assuch, shall have any management power over the business and affairs of theCompany or actual or apparent authority to enter into, execute or delivercontracts on behalf of, or to otherwise bind, the Company. Except as otherwisespecifically provided in this Agreement, the authority and functions of theBoard of Directors, on the one hand, and of the Officers, on the other, shallbe identical to the authority and functions of the board of directors andofficers, respectively, of a corporation organized under the DGCL. In additionto the powers that now or hereafter can be granted to managers under theDelaware Act and to all other powers granted under any other provision of thisAgreement subject to Section 7.3, the Board of Directors shall have fullpower and authority to do, and to direct the Officers to do, all things and onsuch terms as it determines to be necessary or appropriate to conduct thebusiness of the Company, to exercise all powers set forth in Section 2.5and to effectuate the purposes set forth in Section 2.4, including thefollowing:

##### (i)                                     the making of anyexpenditures, the lending or borrowing of money, the assumption or guaranteeof, or other contracting for, indebtedness and other liabilities, the issuanceof evidences of indebtedness, including indebtedness that is convertible intoCompany Securities, and the incurring of any other obligations;

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##### (ii)                                  the making of tax,regulatory and other filings, or rendering of periodic or other reports togovernmental or other agencies having jurisdiction over the business or assetsof the Company;

##### (iii)                               the acquisition,disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any orall of the assets of the Company or the merger or other combination of theCompany with or into another Person (the matters described in thisclause (iii) being subject, however, to any prior approval that may berequired by Section 7.3);

##### (iv)                              the use of the assets ofthe Company (including cash on hand) for any purpose consistent with the termsof this Agreement, including the financing of the conduct of the operations ofthe Company Group; subject to Section 7.6(a), the lending of funds toother Persons (including other Group Members); the repayment of obligations ofthe Company Group and the making of capital contributions to any member of theCompany Group;

##### (v)                                 the negotiation,execution and performance of any contracts, conveyances or other instruments(including instruments that limit the liability of the Company undercontractual arrangements to all or particular assets of the Company);

##### (vi)                              the distribution ofCompany cash;

##### (vii)                           the selection and dismissalof officers, employees, agents, outside attorneys, accountants, consultants andcontractors and the determination of their compensation and other terms ofemployment or hiring, the creation and operation of employee benefit plans,employee programs and employee practices;

##### (viii)                        the maintenance of insurancefor the benefit of the Company Group and the Members;

##### (ix)                                the formation of, oracquisition of an interest in, and the contribution of property and the makingof loans to, any limited or general partnerships, joint ventures, corporations,limited liability companies or other relationships (including the acquisitionof interests in, and the contributions of property to, any Group Member fromtime to time) subject to the restrictions set forth in Section 2.4;

##### (x)                                   the control of anymatters affecting the rights and obligations of the Company, including thebringing and defending of actions at law or in equity and otherwise engaging inthe conduct of litigation, arbitration or remediation, and the incurring oflegal expense and the settlement of claims and litigation;

##### (xi)                                the indemnification ofany Person against liabilities and contingencies to the extent permitted bylaw;

##### (xii)                             the entering into oflisting agreements with any National Securities Exchange and the delisting ofsome or all of the Interests from, or requesting that trading

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##### be suspended on, any such exchange (subjectto any prior approval that may be required under Section 4.6);

##### (xiii)                          unless restricted orprohibited by Section 5.7, the purchase, sale or other acquisition ordisposition of Company Securities, or the issuance of additional options,rights, warrants and appreciation rights relating to Company Securities;

##### (xiv)                         the undertaking of any actionin connection with the Company’s participation in any Group Member; and

##### (xv)                            the entering into ofagreements with any of its Affiliates to render services to a Group Member.

### (b)         The Board of Directorsshall consist of not fewer than three nor more than 11 natural Persons. EachDirector shall be elected as provided in Section 7.1(c) and shall serve insuch capacity until his successor has been duly elected and qualified or untilsuch Director dies, resigns or is removed. A Director may resign at any timeupon written notice to the Company. The Board of Directors may from time totime determine the number of Directors then constituting the whole Board ofDirectors, but the Board of Directors shall not decrease the number of Personsthat constitute the whole Board of Directors if such decrease would shorten theterm of any Director.

### (c)          Directors shall beelected at each annual meeting of Members to serve for a term expiring at thenext annual meeting of Members. The nomination of Persons to serve as Directorsand the election of the Board of Directors shall be in accordance withArticle XI hereof.

### (d)         Subject to applicable lawand the rights of the holders of any series of Interests, vacancies existing onthe Board of Directors (including a vacancy created by virtue of an increase inthe size of the Board of Directors) may be filled only by the affirmative voteof a majority of the Directors then serving, even if less than a quorum. AnyDirector chosen to fill a vacancy shall hold office until the next annualmeeting of Members and until his successor has been duly elected and qualifiedor until such Director’s earlier resignation or removal. Subject to the rightsof the holders of any series of Interests, any Director, and the entire Boardof Directors, may be removed from office at any time by the affirmative vote ofMembers holding a majority of the Percentage Interest of all Members entitledto vote; provided, however, that no Director may beremoved (whether voting on the removal of an individual Director or the removalof the entire Board of Directors) without cause if the votes cast against suchDirector’s removal would be sufficient to elect such Director if thencumulatively voted at an election of the entire Board of Directors.

### (e)          Directors need not beMembers. The Board of Directors may, from time to time and by the adoption ofresolutions, establish qualifications for Directors.

### (f)            Unless otherwiserequired by the Delaware Act, other law or the provisions hereof,

##### (i)                                     each member of theBoard of Directors shall have one vote;

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##### (ii)                                  the presence at ameeting of the Board of Directors of a majority of the members of the Board ofDirectors shall constitute a quorum at any such meeting for the transaction ofbusiness; and

##### (iii)                               the act of a majority ofthe members of the Board of Directors present at a meeting of the Board ofDirectors at which a quorum is present shall be deemed to constitute the act ofthe Board of Directors.

### (g)         Regular meetings of theBoard of Directors and any committee thereof shall be held at such times andplaces as shall be designated from time to time by resolution of the Board ofDirectors or such committee. Notice of such regular meetings shall not berequired. Special meetings of the Board of Directors or meetings of anycommittee thereof may be called by the Chairman of the Board or on the writtenrequest of any three Directors or committee members, as applicable, to theSecretary, in each case on at least twenty-four hours personal, written,facsimile, electronic, telegraphic, cable or wireless notice to each Directoror committee member, which notice may be waived by any Director. Any suchnotice, or waiver thereof, need not state the purpose of such meeting except asmay otherwise be required by law. Attendance of a Director at a meeting(including pursuant to the last sentence of this Section 7.1(g)) shallconstitute a waiver of notice of such meeting, except where such Directorattends the meeting for the express purpose of objecting to the transaction ofany business on the ground that the meeting is not lawfully called or convened.Any action required or permitted to be taken at a meeting of the Board ofDirectors, or any committee thereof, may be taken without a meeting, withoutprior notice and without a vote if a consent or consents in writing, settingforth the action so taken, are signed by all members of the Board of Directorsor committee. Members of the Board of Directors or any committee thereof mayparticipate in and hold a meeting by means of conference telephone, videoconference or similar communications equipment by means of which all Personsparticipating in the meeting can hear each other, and participation in suchmeetings shall constitute presence in Person at the meeting.

### (h)         The Board of Directorsmay, by resolution of a majority of the full Board of Directors, designate oneor more committees, each committee to consist of one or more of the Directors.The Board of Directors may designate one or more Directors as alternate membersof any committee, who may replace any absent or disqualified Director at anymeeting of such committee. Any such committee, to the extent provided in the resolutionof the Board of Directors or in this Agreement, shall have and may exercise allpowers and authority of the Board of Directors in the management of thebusiness and affairs of the Company; but no such committee shall have the poweror authority in reference to the following matters: approving or adopting, orrecommending to the Members, any action or matter expressly required by thisAgreement or the Delaware Act to be submitted to the Members for approval oradopting, amending or repealing any provision of this Agreement. Unlessspecified by resolution of the Board of Directors, any committee designatedpursuant to this Section 7.1(h) shall choose its own chairman, shall keepregular minutes of its proceedings and report the same to the Board of Directorswhen requested, and, subject to Section 7.1(g), shall fix its own rules orprocedures and shall meet at such times and at such place or places as may beprovided by such rules. At every meeting of any such committee, the presence ofa majority of all the members thereof shall constitute a quorum and theaffirmative vote of a majority of the members present at a meeting 

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### of which a quorum is presentshall be necessary for the adoption by the committee of any resolution.

### (i)             The Board ofDirectors may elect one of its members as Chairman of the Board (the “Chairman of the Board”). The Chairmanof the Board, if any, and if present and acting, shall preside at all meetingsof the Board of Directors and of Members, unless otherwise directed by the Boardof Directors. If the Board of Directors does not elect a Chairman or if theChairman is absent from the meeting, the Chief Executive Offer, if present anda Director, or any other Director chosen by the Board of Directors, shallpreside. In the absence of a Secretary, the chairman of the meeting may appointany Person to serve as Secretary of the meeting.

### (j)             Unless otherwiserestricted by law, the Board of Directors shall have the authority to fix thecompensation of the Directors. The Directors may be paid their expenses, ifany, of attendance at each meeting of the Board of Directors and may be paid afixed sum for attendance at each meeting of the Board of Directors or paid astated salary or paid other compensation as Director. No such payment shall precludeany Director from serving the Company in any other capacity and receivingcompensation therefor. Members of special or standing committees may also bepaid their expenses, if any, of and allowed compensation for attendingcommittee meetings.

### (k)          Notwithstanding anyother provision of this Agreement, any Group Member Agreement, the Delaware Actor any applicable law, rule or regulation, each of the Members and each otherPerson who may acquire an interest in Company Securities hereby (i) approves,ratifies and confirms the execution, delivery and performance by the partiesthereto of this Agreement and the Group Member Agreement of each other GroupMember, the Underwriting Agreement and the other agreements described in orfiled as exhibits to the Registration Statement that are related to thetransactions contemplated by the Registration Statement; (ii) agrees thatthe Board of Directors (on its own or through any Officer of the Company) isauthorized to execute, deliver and perform the agreements referred to inclause (i) of this sentence and the other agreements, acts, transactionsand matters described in or contemplated by the Registration Statement onbehalf of the Company without any further act, approval or vote of the Membersor the other Persons who may acquire an interest in Company Securities; and(iii) agrees that the execution, delivery or performance by the Company,any Group Member or any Affiliate of any of them of this Agreement or anyagreement authorized or permitted under this Agreement shall not constitute abreach by the Board of Directors or any Officer of any duty that the Board ofDirectors or any Officer may owe the Company or the Members or any otherPersons under this Agreement (or any other agreements) or of any duty stated orimplied by law or equity.

## Section 7.2                                      Certificateof Formation.    The Certificate of Formation has beenfiled with the Secretary of State of the State of Delaware as required by theDelaware Act. The Board of Directors shall use all reasonable efforts to causeto be filed such other certificates or documents that it determines to benecessary or appropriate for the formation, continuation, qualification andoperation of a limited liability company in the State of Delaware or any otherstate in which the Company may elect to do business or own property. To theextent that the Board of Directors determines such action to be necessary orappropriate, the Board of Directors shall direct the appropriate Officers ofthe Company to file amendments to and restatements of 

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## the Certificate of Formationand do all things to maintain the Company as a limited liability company underthe laws of the State of Delaware or of any other state in which the Companymay elect to do business or own property. Subject to the terms ofSection 3.4(a), the Company shall not be required, before or after filing,to deliver or mail a copy of the Certificate of Formation, any qualificationdocument or any amendment thereto to any Member.

## Section 7.3                                      Restrictionson the Board of Directors’ Authority.

### (a)          Except as otherwiseprovided in this Agreement, the Board of Directors may not, without writtenapproval of the specific act by holders of all of the Outstanding MemberInterests or by other written instrument executed and delivered by holders ofall of the Outstanding Member Interests subsequent to the date of thisAgreement, take any action in contravention of this Agreement.

### (b)         Except as provided inArticles X and XII, the Board of Directors may not sell, exchange or otherwisedispose of all or substantially all of the assets of the Company Group, takenas a whole, in a single transaction or a series of related transactions(including by way of merger, consolidation or other combination) without theapproval of holders of a Unit Majority; provided,however, that this provisionshall not preclude or limit the Board of Directors’ ability to mortgage,pledge, hypothecate or grant a security interest in all or substantially all ofthe assets of the Company Group and shall not apply to any forced sale of anyor all of the assets of the Company Group pursuant to the foreclosure of, orother realization upon, any such encumbrance.

## Section 7.4                                      Officers.

### (a)          The Board of Directorsshall have the power and authority to appoint such officers with such titles,authority and duties as determined by the Board of Directors. Such Persons sodesignated by the Board of Directors shall be referred to as “Officers.” Unless provided otherwiseby resolution of the Board of Directors, the Officers shall have the titles,power, authority and duties described below in this Section 7.4.

### (b)         The Officers of theCompany shall include a Chairman of the Board, a Chief Executive Officer, aPresident, and a Secretary, and may also include a Vice Chairman, ChiefOperating Officer, Treasurer, one or more Vice Presidents (who may be furtherclassified by such descriptions as “executive,” “senior,” “assistant” orotherwise, as the Board of Directors shall determine), one or more AssistantSecretaries and one or more Assistant Treasurers. Officers shall be elected bythe Board of Directors, which shall consider that subject at its first meetingafter every annual meeting of Members and as necessary to fill vacancies. EachOfficer shall hold office until his or her successor is elected and qualifiedor until his or her earlier death, resignation or removal. Any number ofoffices may be held by the same Person. The compensation of Officers elected bythe Board of Directors shall be fixed from time to time by the Board ofDirectors or by such Officers as may be designated by resolution of the Boardof Directors.

### (c)          Any Officer may resignat any time upon written notice to the Company. Any Officer, agent or employeeof the Company may be removed by the Board of Directors with or 

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### without cause at any time. TheBoard of Directors may delegate the power of removal as to Officers, agents andemployees who have not been appointed by the Board of Directors. Such removalshall be without prejudice to a Person’s contract rights, if any, but theappointment of any Person as an Officer, agent or employee of the Company shallnot of itself create contract rights.

### (d)         The President shall bethe Chief Executive Officer of the Company unless the Board of Directorsdesignates the Chairman of the Board as Chief Executive Officer. Subject to thecontrol of the Board of Directors and the executive committee (if any), theChief Executive Officer shall have general executive charge, management andcontrol of the properties, business and operations of the Company with all suchpowers as may be reasonably incident to such responsibilities; he may employand discharge employees and agents of the Company except such as shall beappointed by the Board of Directors, and he may delegate these powers; he mayagree upon and execute all leases, contracts, evidences of indebtedness andother obligations in the name of the Company, and shall have such other powersand duties as designated in accordance with this Agreement and as from time totime may be assigned to him by the Board of Directors.

### (e)          If elected, the Chairmanof the Board shall preside at all meetings of the Members and of the Board ofDirectors; and shall have such other powers and duties as designated in thisAgreement and as from time to time may be assigned to him by the Board ofDirectors.

### (f)            Unless the Board ofDirectors otherwise determines, the President shall have the authority to agreeupon and execute all leases, contracts, evidences of indebtedness and otherobligations in the name of the Company; and, unless the Board of Directorsotherwise determines, shall, in the absence of the Chairman of the Board or ifthere be no Chairman of the Board, preside at all meetings of the Members and(should he be a Director) of the Board of Directors; and he shall have suchother powers and duties as designated in accordance with this Agreement and asfrom time to time may be assigned to him by the Board of Directors.

### (g)         In the absence of thePresident, or in the event of his inability or refusal to act, a Vice Presidentdesignated by the Board of Directors shall perform the duties of the President,and when so acting shall have all the powers of and be subject to all therestrictions upon the President. In the absence of a designation by the Boardof Directors of a Vice President to perform the duties of the President, or inthe event of his absence or inability or refusal to act, the Vice President whois present and who is senior in terms of uninterrupted time as a Vice Presidentof the Company shall so act. The Vice President shall perform such other dutiesand have such other powers as the Board of Directors may from time to timeprescribe. Unless otherwise provided by the Board of Directors, each VicePresident will have authority to act within his or her respective areas and tosign contracts relating thereto.

### (h)         The Treasurer shall haveresponsibility for the custody and control of all the funds and securities ofthe Company and shall have such other powers and duties as designated in thisAgreement and as from time to time may be assigned to the Treasurer by theBoard of Directors. The Treasurer shall perform all acts incident to theposition of Treasurer, subject to the control of the Chief Executive Officerand the Board of Directors. Each Assistant Treasurer shall 

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### have the usual powers andduties pertaining to his office, together with such other powers and duties asdesignated in this Agreement and as from time to time may be assigned to him bythe Chief Executive Officer or the Board of Directors. The Assistant Treasurersshall exercise the powers of the Treasurer during that Officer’s absence orinability or refusal to act. An Assistant Treasurer shall also perform suchother duties as the Treasurer or the Board of Directors may assign to him.

### (i)             The Secretary shallissue all authorized notices for, and shall keep minutes of, all meetings ofthe Members and the Board of Directors. The Secretary shall have charge of thecorporate books and shall perform such other duties as the Board of Directors mayfrom time to time prescribe. In the absence or inability to act of theSecretary, any Assistant Secretary may perform all the duties and exercise allthe powers of the Secretary. The performance of any such duty shall, in respectof any other Person dealing with the Company, be conclusive evidence of hispower to act. An Assistant Secretary shall also perform such other duties asthe Secretary or the Board of Directors may assign to him.

### (j)             The Board ofDirectors may from time to time delegate the powers or duties of any Officer toany other Officers or agents, notwithstanding any provision hereof.

### (k)          Unless otherwisedirected by the Board of Directors, the Chief Executive Officer, the Presidentor any Officer of the Company authorized by the Chief Executive Officer shallhave power to vote and otherwise act on behalf of the Company, in person or byproxy, at any meeting of Members of or with respect to any action of equityholders of any other entity in which the Company may hold securities and otherwiseto exercise any and all rights and powers which the Company may possess byreason of its ownership of securities in such other entities.

## Section 7.5                                      OutsideActivities.    (a) It shall be deemed not to be abreach of any duty (including any fiduciary duty) or any other obligation ofany type whatsoever of any Director for Affiliates of such Director to engagein outside business interests and activities in preference to or to theexclusion of the Company or in direct competition with the Company; providedsuch Affiliate does not engage in such business or activity as a result of orusing confidential information provided by or on behalf of the Company to suchDirector and (b) Directors shall have no obligation hereunder or as aresult of any duty expressed or implied by law to present businessopportunities to the Company that may become available to Affiliates of suchDirector. None of any Group Member, any Member or any other Person shall haveany rights by virtue of a Director’s duties as a Director, this Agreement orany Group Member Agreement in any business ventures of any Director.

## Section 7.6                                      Loansor Contributions from the Company or Group Members.

### (a)          The Company may lend orcontribute to any Group Member, and any Group Member may borrow from the Company,funds on terms and conditions determined by the Board of Directors.

### (b)         No borrowing by any GroupMember or the approval thereof by the Board of Directors shall be deemed toconstitute a breach of any duty (including any fiduciary duty), expressed orimplied, of the Board of Directors to the Company or the Members by reason ofthe 

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### fact that the purpose or effectof such borrowing is directly or indirectly to enable distributions to theMembers.

## Section 7.7                                      Indemnification.

### (a)          To the fullest extentpermitted by law as it currently exists and to such greater extent asapplicable law hereafter may permit, but subject to the limitations expresslyprovided in this Agreement, the Company shall indemnify any Person who was oris a party or is threatened to be made a party to, or otherwise requiresrepresentation of counsel in connection with, any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrativeor investigative (other than an action by or in the right of the Company) byreason of the fact that such Person is or was a Director or Officer of theCompany, or, while serving as a Director or Officer of the Company, is or wasserving as a Tax Matters Partner or, at the request of the Company, as adirector, officer, tax matters partner, employee, partner, manager, fiduciaryor trustee of any Group Member or any other Person (each an “Indemnitee”) or by reason of anyaction alleged to have been taken or omitted in such capacity, against losses,expenses (including attorneys’ fees), judgments, fines, damages, penalties,interest, liabilities and amounts paid in settlement actually and reasonablyincurred by the Person in connection with such action, suit or proceeding ifthe Person acted in good faith and in a manner the Person reasonably believedto be in or not opposed to the best interests of the Company, and, with respectto any criminal action or proceeding, had no reasonable cause to believe thatsuch Person’s conduct was unlawful. The termination of any action, suit orproceeding by judgment, order, settlement, conviction or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption thatthe Person did not act in good faith and in a manner which the Personreasonably believed to be in or not opposed to the best interests of theCompany, and, with respect to any criminal action or proceeding, had reasonablecause to believe that the Person’s conduct was unlawful.

### (b)         To the fullest extentpermitted by law, but subject to the limitations expressly provided in thisAgreement, the Company shall indemnify any Person who was or is a party or isthreatened to be made a party to, or otherwise requires representation ofcounsel in connection with, any threatened, pending or completed action, suitor proceeding, by or in the right of the Company to procure a judgment in itsfavor by reason of the fact that such Person was serving as an Indemnitee, orby reason of any action alleged to have been taken or omitted in such capacity,against losses, expenses (including attorneys’ fees), judgments, fines,damages, penalties, interest, liabilities and amounts paid in settlementactually and reasonably incurred by the Person in connection with such action,suit or proceeding if the Person acted in good faith and in a manner the Personreasonably believed to be in or not opposed to the best interests of theCompany and except that no indemnification shall be made in respect of anyclaim, issue or matter as to which such Person shall have been adjudged to beliable to the Company unless and only to the extent that the Delaware Court ofChancery or the court in which such action or suit was brought shall determineupon application that, despite the adjudication of liability but in view of allthe circumstances of the case, such Person is fairly and reasonably entitled toindemnity for such expenses which the Delaware Court of Chancery or such othercourt shall deem proper.

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### (c)          To the extent anIndemnitee has been successful on the merits or otherwise in defense of anyaction, suit or proceeding referred to in Section 7.7(a) orSection 7.7(b), or in the defense of any claim, issue or matter therein,such Person shall be indemnified against expenses (including attorneys’ fees)actually and reasonably incurred by such Person in connection therewith.

### (d)         Any indemnification underSection 7.7(a) or Section 7.7(b) (unless ordered by a court) shall bemade by the Company only as authorized in the specific case upon adetermination that indemnification of the Indemnitee is proper in thecircumstances because the Person has met the applicable standard of conduct setforth in such section. Such determination shall be made, with respect to aPerson who is a Director or Officer at the time of such determination, (i) bya majority vote of the Directors who are not parties to such action, suit orproceeding, even though less than a quorum, (ii) by a committee of suchDirectors designated by majority vote of such Directors, even though less thana quorum, (iii) if there are no such Directors, or if such Directors sodirect, by independent legal counsel in an Opinion of Counsel, or (iv) bythe Members.

### (e)          Expenses (includingattorneys’ fees) incurred by an Indemnitee in defending any action, suit orproceeding referred to in Section 7.7(a) or Section 7.7(b) shall bepaid by the Company in advance of the final disposition of such action, suit orproceeding and in advance of any determination that such Indemnitee is notentitled to be indemnified, upon receipt of an undertaking by or on behalf ofsuch Indemnitee to repay such amount if it shall ultimately be determined byfinal judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Personis not entitled to be indemnified by the Company as authorized in thisSection 7.7.

### (f)            The indemnification,advancement of expenses and other provisions of this Section 7.7 shall bein addition to any other rights to which an Indemnitee may be entitled underany agreement, pursuant to any vote of the holders of Outstanding Interests, asa matter of law or otherwise, both as to actions in the Indemnitee’s capacityas an Indemnitee and as to actions in any other capacity (including anycapacity under the Underwriting Agreement), and shall continue as to anIndemnitee who has ceased to serve in such capacity and shall inure to thebenefit of the heirs, successors, assigns and administrators of the Indemnitee.

### (g)         The Company may purchaseand maintain insurance, on behalf of its Directors and Officers, and such otherPersons as the Board of Directors shall determine, against any liability thatmay be asserted against or expense that may be incurred by such Person inconnection with the Company’s activities or such Person’s activities on behalfof the Company, regardless of whether the Company would have the power toindemnify such Person against such liability under the provisions of thisAgreement.

### (h)         For purposes of thedefinition of Indemnitee in Section 7.7(a), the Company shall be deemed tohave requested a Person to serve as fiduciary of an employee benefit planwhenever the performance by such Person of his duties to the Company alsoimposes duties on, or otherwise involves services by, such Person to the planor participants or beneficiaries of the plan; excise taxes assessed on anIndemnitee with respect to an employee benefit plan pursuant to applicable lawshall constitute “fines” within the meaning of Section 7.7(a); and actiontaken 

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### or omitted by such Person withrespect to any employee benefit plan in the performance of such Person’s dutiesfor a purpose reasonably believed by him to be in the interest of theparticipants and beneficiaries of the plan shall be deemed to be for a purposethat is in, or not opposed to, the best interests of the Company.

### (i)             Any indemnificationpursuant to this Section 7.7 shall be made only out of the assets of theCompany, it being agreed that the Members shall not be personally liable forsuch indemnification and shall have no obligation to contribute or loan anymonies or property to the Company to enable it to effectuate suchindemnification.

### (j)             An Indemnitee shallnot be denied indemnification in whole or in part under this Section 7.7because the Indemnitee had an interest in the transaction with respect to whichthe indemnification applies if the transaction was otherwise permitted by theterms of this Agreement.

### (k)          If a claim underSection 7.7 of this Agreement is not paid in full by the Company within60 days after a written claim has been received by the Company, except inthe case of a claim for an advancement of expenses, in which case theapplicable period shall be 20 days, the Indemnitee may at any timethereafter bring suit against the Company to recover the unpaid amount of theclaim. If successful in whole or in part in any such suit, or in a suit broughtby the Company to recover an advancement of expenses pursuant to the terms ofan undertaking, the Indemnitee shall be entitled to be paid also the reasonableexpenses of prosecuting or defending such suit. In (i) any suit brought bythe Indemnitee to enforce a right to indemnification hereunder (but not in asuit brought by the Indemnitee to enforce a right to an advancement ofexpenses) it shall be a defense that, and (ii) in any suit brought by theCompany to recover an advancement of expenses pursuant to the terms of anundertaking, the Company shall be entitled to recover such expenses upon aFinal Adjudication that, the Indemnitee has not met any applicable standard forindemnification set forth in this Agreement. Neither the failure of the Company(including its Directors who are not parties to such action, a committee ofsuch Directors, independent legal counsel, or its Members) to have made adetermination prior to the commencement of such suit that indemnification ofthe Indemnitee is proper in the circumstances because the Indemnitee has metthe applicable standard of conduct set forth in this Agreement, nor an actualdetermination by the Company (including its Directors who are not parties tosuch action, a committee of such Directors, independent legal counsel, or itsMembers) that the Indemnitee has not met the applicable standard of conductshall create a presumption that the Indemnitee has not met the applicablestandard of conduct, or, in the case of such a suit brought by the Indemnitee,be a defense to such suit. In any suit brought by the Indemnitee to enforce aright to indemnification or to an advancement of expenses hereunder, or broughtby the Company to recover an advancement of expenses pursuant to the terms ofan undertaking, the burden of proving that the Indemnitee is not entitled to beindemnified or to such advancement of expenses, under this Section 7.7 orotherwise shall be on the Company.

### (l)             The Company mayindemnify any Person who was or is a party or is threatened to be made a partyto any threatened, pending or completed action, suit or proceeding, whethercivil, criminal, administrative or investigative (whether or not an action byor in the right of the Company) by reason of the fact that the Person is or wasan employee (other than an Officer) or agent of the Company, or, while servingas an employee (other than an Officer) or 

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### agent of the Company is or wasserving at the request of the Company as a director, officer, employee,partner, fiduciary, trustee or agent of another Group Member or another Personto the extent (i) permitted by the laws of the State of Delaware as fromtime to time in effect, and (ii) authorized by the Board of Directors. TheCompany may, to the extent permitted by Delaware law and authorized by theBoard of Directors, pay expenses (including attorneys’ fees) reasonablyincurred by any such employee or agent in defending any civil, criminal,administrative or investigative action, suit or proceeding in advance of thefinal disposition of such action, suit or proceeding, upon such terms andconditions as the Board of Directors determine. The provisions of thisSection 7.7(l) shall not constitute a contract right for any such employeeor agent.

### (m)       The indemnification,advancement of expenses and other provisions of this Section 7.7 are forthe benefit of the Indemnitees, their heirs, successors, assigns andadministrators and shall not be deemed to create any rights for the benefit ofany other Persons.

### (n)         Except to the extentotherwise provided in Section 7.7(l), the right to be indemnified and toreceive advancement of expenses in this Section 7.7 shall be a contractright. No amendment, modification or repeal of this Section 7.7 or any provisionhereof shall in any manner terminate, reduce or impair the right of any past,present or future Indemnitee to be indemnified by the Company, nor theobligations of the Company to indemnify any such Indemnitee under and inaccordance with the provisions of this Section 7.7 as in effectimmediately prior to such amendment, modification or repeal with respect toclaims arising from or relating to matters occurring, in whole or in part,prior to such amendment, modification or repeal, regardless of when such claimsmay arise or be asserted.

### (o)         The Board of Directors,acting alone and without the approval of any Member, in the event of anyamendment to Section 145 of the DGCL or the amendment or addition of anyother provision of the DGCL relating to indemnification by Delawarecorporations of Persons of the type referenced in this Section 7.7, mayamend this Agreement to, entirely or in part, reflect such amendment oraddition in the indemnification provisions of this Agreement.

## Section 7.8                                      Exculpationof Liability of Indemnitees.

### (a)          Notwithstanding anythingto the contrary set forth in this Agreement, no Director shall be liable to theCompany or the Members for monetary damages for breach of fiduciary duty as aDirector, except

##### (i)                                     for a breach ofthe Director’s duty of loyalty to the Company or the Members;

##### (ii)                                  for acts or omissionsnot in good faith or which involve intentional misconduct or a knowingviolation of law; or

##### (iii)                               for any transaction fromwhich the Director derived an improper personal benefit.

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Ifthe DGCL is amended after the date of this Agreement to authorize Delawarecorporations to further eliminate or limit the personal liability of directorsof Delaware corporations beyond that permitted under Section 102(b)(7) ofthe DGCL, then the liability of a Director to the Company or the Members, inaddition to the personal liability limitation provided herein, shall be furtherlimited to the fullest extent permitted under the DGCL as so amended.

### (b)         Subject to itsobligations and duties as Board of Directors set forth in thisArticle VII, the Board of Directors may exercise any of the powers grantedto it by this Agreement and perform any of the duties imposed upon it hereundereither directly or by or through its agents, and the Board of Directors shallnot be responsible for any misconduct or negligence on the part of any suchagent appointed by the Board of Directors in good faith.

### (c)          To the extent that, atlaw or in equity, an Indemnitee has duties (including fiduciary duties) andliabilities relating thereto to the Company or to the Members, the Directorsand any other Indemnitee acting in connection with the Company’s business oraffairs shall not be liable to the Company or to any Member for its good faithreliance on the provisions of this Agreement. The provisions of this Agreement,to the extent that they restrict or eliminate or otherwise modify the duties(including fiduciary duties) and liabilities of an Indemnitee otherwiseexisting at law or in equity, are agreed by the Members to replace such otherduties and liabilities of such Indemnitee.

### (d)         Any amendment,modification or repeal of this Section 7.8 or any provision hereof shallbe prospective only and shall not in any way affect the limitations on theliability of any Indemnitee under this Section 7.8 as in effectimmediately prior to such amendment, modification or repeal with respect toclaims arising from or relating to matters occurring, in whole or in part,prior to such amendment, modification or repeal, regardless of when such claimsmay arise or be asserted.

## Section 7.9                                      Resolutionof Conflicts of Interest; Standards of Conduct and Modification of Duties.

### (a)          Unless otherwiseexpressly provided in this Agreement or any Group Member Agreement, whenever apotential conflict of interest exists or arises between one or more Directorsor their respective Affiliates, on the one hand, and the Company or any GroupMember, on the other, any resolution or course of action by the Board ofDirectors or its Affiliates in respect of such conflict of interest shall bepermitted and deemed approved by all Members, and shall not constitute a breachof this Agreement, of any Group Member Agreement, of any agreement contemplatedherein or therein, or of any duty stated or implied by law or equity, includingany fiduciary duty, if the resolution or course of action in respect of suchconflict of interest is (i) approved by Special Approval,(ii) approved by the vote of a majority of the Outstanding Units held bydisinterested parties, (iii) on terms no less favorable to the Companythan those generally being provided to or available from unrelated thirdparties or (iv) fair and reasonable to the Company, taking into accountthe totality of the relationships between the parties involved (including othertransactions that may be particularly favorable or advantageous to theCompany). The Board of Directors shall be authorized but not required inconnection with its resolution of such conflict of interest to seek SpecialApproval of such resolution, and the Board of Directors may also adopt aresolution or course of action that has not 

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### received Special Approval. IfSpecial Approval is not sought and the Board of Directors determines that theresolution or course of action taken with respect to a conflict of interest ison terms no less favorable to the Company than those generally being providedto or available from unrelated third parties or that the resolution or courseof action taken with respect to a conflict of interest is fair and reasonable tothe Company, then such resolution or course of action shall be permitted anddeemed approved by all the Members, and shall not constitute a breach of thisAgreement, of any Group Member Agreement, of any agreement contemplated hereinor therein, or of any duty stated or implied by law or equity, including anyfiduciary duty. In connection with any such approval by the Board of Directors,it shall be presumed that, in making its decision, the Board of Directors actedin good faith, and in any proceeding brought by any Member or by or on behalfof such Member or any other Member or the Company challenging such approval,the Person bringing or prosecuting such proceeding shall have the burden ofovercoming such presumption. Notwithstanding anything to the contrary in thisAgreement, the existence of the conflicts of interest described in theRegistration Statement are hereby approved by all Members.

### (b)         The Members herebyauthorize the Board of Directors, on behalf of the Company as a partner ormember of a Group Member, to approve of actions by the Board of Directors ormanaging member of such Group Member similar to those actions permitted to betaken by the Board of Directors pursuant to this Section 7.9.

## Section 7.10                                Dutiesof Officers and Directors.

### (a)          Except as otherwiseexpressly provided in Section 7.5, 7.6, 7.7, 7.8 and 7.9 or elsewhere inthis Agreement, the duties and obligations owed to the Company and to theMembers by the Officers and Directors, shall be the same as the respectiveduties and obligations owed to a corporation organized under DGCL by itsofficers and directors, respectively.

### (b)         A Director shall, in theperformance of his duties, be fully protected in relying in good faith upon therecords of the Company and on such information, opinions, reports or statementspresented to the Company by any of the Company’s Officers or employees, orcommittees of the Board of Directors, or by any other Person as to matters theDirector reasonably believes are within such other Person’s professional orexpert competence and who has been selected with reasonable care by or onbehalf of the Company.

### (c)          The Board of Directorsshall have the right, in respect of any of its powers or obligations hereunder,to act through a duly appointed attorney or attorneys-in-fact or the dulyauthorized Officers of the Company.

## Section 7.11                                Purchaseor Sale of Company Securities.    The Board ofDirectors may cause the Company to purchase or otherwise acquire CompanySecurities.

## Section 7.12                                Relianceby Third Parties.

Notwithstandinganything to the contrary in this Agreement, any Person dealing with the Companyshall be entitled to assume that the Board of Directors and any Officerauthorized by the Board of Directors to act on behalf of and in the name of theCompany has full power and authority to encumber, sell or otherwise use in anymanner any and all assets of the Company 

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and to enter into any authorized contracts on behalf of the Company, andsuch Person shall be entitled to deal with the Board of Directors or anyOfficer as if it were the Company’s sole party in interest, both legally andbeneficially. Each Member hereby waives any and all defenses or other remediesthat may be available against such Person to contest, negate or disaffirm anyaction of the Board of Directors or any Officer in connection with any suchdealing. In no event shall any Person dealing with the Board of Directors orany Officer or its representatives be obligated to ascertain that the terms ofthis Agreement have been complied with or to inquire into the necessity orexpedience of any act or action of the Board of Directors or any Officer or itsrepresentatives. Each and every certificate, document or other instrumentexecuted on behalf of the Company by the Board of Directors or any Officer orits representatives shall be conclusive evidence in favor of any and everyPerson relying thereon or claiming thereunder that (a) at the time of theexecution and delivery of such certificate, document or instrument, thisAgreement was in full force and effect, (b) the Person executing anddelivering such certificate, document or instrument was duly authorized andempowered to do so for and on behalf of the Company and (c) suchcertificate, document or instrument was duly executed and delivered in accordancewith the terms and provisions of this Agreement and is binding upon theCompany.

**ARTICLE VIII**

**BOOKS,RECORDS, ACCOUNTING AND REPORTS**

## Section 8.1                                      Recordsand Accounting.    The Board of Directors shall keep orcause to be kept at the principal office of the Company appropriate books andrecords with respect to the Company’s business, including all books and recordsnecessary to provide to the Members any information required to be providedpursuant to this Agreement. Any books and records maintained by or on behalf ofthe Company in the regular course of its business, including the record of theRecord Holders of Units or other Company Securities, books of account andrecords of Company proceedings, may be kept on, or be in the form of, computerdisks, hard drives, punch cards, magnetic tape, photographs, micrographics orany other information storage device; provided, that the books and records somaintained are convertible into clearly legible written form within areasonable period of time. The books of the Company shall be maintained, forfinancial reporting purposes, on an accrual basis in accordance with U.S. GAAP.

## Section 8.2                                      FiscalYear.    The fiscal year of the Company shall be afiscal year ending December 31.

## Section 8.3                                      Reports.

### (a)          As soon as practicable,but in no event later than 120 days after the close of each fiscal year ofthe Company, the Board of Directors shall cause to be mailed or made availableto each Record Holder of a Unit as of a date selected by the Board of Directors,an annual report containing financial statements of the Company for such fiscalyear of the Company, presented in accordance with U.S. GAAP, including abalance sheet and statements of operations, equity and cash flows, suchstatements to be audited by a registered public accounting firm selected by theBoard of Directors.

### (b)         As soon as practicable,but in no event later than 90 days after the close of each Quarter exceptthe last Quarter of each fiscal year, the Board of Directors shall cause to be 

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### mailed or made available toeach Record Holder of a Unit, as of a date selected by the Board of Directors,a report containing unaudited financial statements of the Company and suchother information as may be required by applicable law, regulation or rule of anyNational Securities Exchange on which the Units are listed for trading, or asthe Board of Directors determines to be necessary or appropriate.

**ARTICLE IX**

**TAXMATTERS**

## Section 9.1                                      TaxReturns and Information.  The Company shall timely file allreturns of the Company that are required for federal, state and local incometax purposes on the basis of the accrual method and a taxable year ending onDecember 31. The tax information reasonably required by Record Holders forfederal and state income tax reporting purposes with respect to a taxable yearshall be furnished to them within 90 days of the close of the calendaryear in which the Company’s taxable year ends. The classification, realizationand recognition of income, gain, losses and deductions and other items shall beon the accrual method of accounting for federal income tax purposes.

## Section 9.2                                      TaxElections.

### (a)          The Company shall makethe election under Section 754 of the Code in accordance with applicableregulations thereunder, subject to the reservation of the right to seek torevoke any such election upon the Board of Directors’ determination that suchrevocation is in the best interests of the Members. Notwithstanding any otherprovision herein contained, for the purposes of computing the adjustments underSection 743(b) of the Code, the Board of Directors shall be authorized(but not required) to adopt a convention whereby the price paid by a transfereeof a Member Interest will be deemed to be the lowest quoted closing price ofthe Member Interests on any National Securities Exchange on which such MemberInterests are traded during the calendar month in which such transfer is deemedto occur pursuant to Section 6.2(i) without regard to the actual pricepaid by such transferee.

### (b)         The Company shall electto deduct expenses incurred in organizing the Company ratably over asixty-month period as provided in Section 709 of the Code.

### (c)          Except as otherwiseprovided herein, the Board of Directors shall determine whether the Companyshould make any other elections permitted by the Code.

## Section 9.3                                      TaxControversies.  Subject to the provisions hereof, the Board ofDirectors shall designate one Officer who is a Member as the Tax MattersPartner (as defined in the Code). The Tax Matters Partner is authorized andrequired to represent the Company (at the Company’s expense) in connection withall examinations of the Company’s affairs by tax authorities, includingresulting administrative and judicial proceedings, and to expend Company fundsfor professional services and costs associated therewith. Each Member agrees tocooperate with the Tax Matters Partner and to do or refrain from doing any orall things reasonably required by the Tax Matters Partner to conduct suchproceedings.

## Section 9.4                                      Withholding.  Notwithstandingany other provision of this Agreement, the Board of Directors is authorized totake any action that may be required to cause the Company 

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## and other Group Members tocomply with any withholding requirements established under the Code or any otherfederal, state or local law including, without limitation, pursuant to Sections1441, 1442, 1445 and 1446 of the Code. To the extent that the Company isrequired or elects to withhold and pay over to any taxing authority any amountresulting from the allocation or distribution of income to any Member(including, without limitation, by reason of Section 1446 of the Code),the Board of Directors may treat the amount withheld as a distribution of cashpursuant to Section 6.3 in the amount of such withholding from suchMember.

**ARTICLE X**

**DISSOLUTIONAND LIQUIDATION**

## Section 10.1                                Dissolution.  TheCompany shall not be dissolved by the admission of Substituted Members orAdditional Members.  The Company shalldissolve, and its affairs shall be wound up, upon:

### (a)          an election to dissolvethe Company by the Board of Directors that is approved by the holders of a UnitMajority;

### (b)         the sale, exchange orother disposition of all or substantially all of the assets and properties ofthe Company and the Company’s Subsidiaries; or

### (c)          the entry of a decree ofjudicial dissolution of the Company pursuant to the provisions of the DelawareAct.

## Section 10.2                                Liquidator.  Upondissolution of the Company, the Board of Directors shall select one or morePersons to act as Liquidator.  TheLiquidator (if other than the Board of Directors) shall be entitled to receivesuch compensation for its services as may be approved by holders of a UnitMajority.  The Liquidator (if other thanthe Board of Directors) shall agree not to resign at any time without15 days’ prior notice and may be removed at any time, with or withoutcause, by notice of removal approved by holders of a Unit Majority.  Upon dissolution, removal or resignation ofthe Liquidator, a successor and substitute Liquidator (who shall have andsucceed to all rights, powers and duties of the original Liquidator) shallwithin 30 days thereafter be approved by holders of a Unit Majority. Theright to approve a successor or substitute Liquidator in the manner providedherein shall be deemed to refer also to any such successor or substituteLiquidator approved in the manner herein provided. Except as expressly providedin this Article X, the Liquidator approved in the manner provided hereinshall have and may exercise, without further authorization or consent of any ofthe parties hereto, all of the powers conferred upon the Board of Directorsunder the terms of this Agreement (but subject to all of the applicablelimitations, contractual and otherwise, upon the exercise of such powers, otherthan the limitation on sale set forth in Section 7.3(b)) necessary orappropriate to carry out the duties and functions of the Liquidator hereunderfor and during the period of time required to complete the winding up andliquidation of the Company as provided for herein.

## Section 10.3                                Liquidation.  TheLiquidator shall proceed to dispose of the assets of the Company, discharge itsliabilities, and otherwise wind up its affairs in such manner and over suchperiod as determined by the Liquidator, subject to Section 18-804 of theDelaware Act and the following:

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### (a)          The assets may bedisposed of by public or private sale or by distribution in kind to one or moreMembers on such terms as the Liquidator and such Member or Members may agree.If any property is distributed in kind, the Member receiving the property shallbe deemed for purposes of Section 10.3(c) to have received cash equal toits fair market value; and contemporaneously therewith, appropriate cashdistributions must be made to the other Members. The Liquidator may deferliquidation or distribution of the Company’s assets for a reasonable time if itdetermines that an immediate sale or distribution of all or some of the Company’sassets would be impractical or would cause undue loss to the Members. TheLiquidator may distribute the Company’s assets, in whole or in part, in kind ifit determines that a sale would be impractical or would cause undue loss to theMembers.

### (b)         Liabilities of theCompany include amounts owed to the Liquidator as compensation for serving insuch capacity (subject to the terms of Section 10.2) and amounts toMembers otherwise than in respect of their distribution rights underArticle VI. With respect to any liability that is contingent, conditionalor unmatured or is otherwise not yet due and payable, the Liquidator shalleither settle such claim for such amount as it thinks appropriate or establisha reserve of cash or other assets to provide for its payment. When paid, anyunused portion of the reserve shall be distributed as additional liquidationproceeds.

### (c)          All property and allcash in excess of that required to discharge liabilities as provided inSection 10.3(b) shall be distributed to the Members in accordance with,and to the extent of, the positive balances in their respective CapitalAccounts, as determined after taking into account all Capital Accountadjustments (other than those made by reason of distributions pursuant to thisSection 10.3(c)) for the taxable year of the Company during which the liquidationof the Company occurs (with such date of occurrence being determined pursuantto Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and suchdistribution shall be made by the end of such taxable year (or, if later,within 90 days after said date of such occurrence).

## Section 10.4                                Cancellationof Certificate of Formation.  Upon the completion of thedistribution of Company cash and property as provided in Section 10.3 inconnection with the liquidation of the Company, the Company shall be terminatedand the Certificate of Formation and all qualifications of the Company as aforeign limited liability company in jurisdictions other than the State ofDelaware shall be canceled and such other actions as may be necessary toterminate the Company shall be taken.

## Section 10.5                                Returnof Contributions.  None of any member of the Board of Directorsor any Officer of the Company will be personally liable for, or have anyobligation to contribute or loan any monies or property to the Company toenable it to effectuate, the return of the Capital Contributions of the Membersor Unitholders, or any portion thereof, it being expressly understood that anysuch return shall be made solely from Company assets.

## Section 10.6                                Waiverof Partition.  To the maximum extent permitted by law, eachMember hereby waives any right to partition of the Company property.

## Section 10.7                                CapitalAccount Restoration.  No Member shall have any obligation torestore any negative balance in its Capital Account upon liquidation of theCompany.

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**ARTICLE XI**

**AMENDMENTOF AGREEMENT; MEETINGS OF MEMBERS; RECORD DATE**

## Section 11.1                                Amendmentof Limited Liability Company Agreement.

### (a)          General Amendments. Except as provided in Section 11.1(b) and Section 11.1(c), theBoard of Directors may amend any of the terms of this Agreement but only incompliance with the terms, conditions and procedures set forth in thisSection 11.1(a).  If the Board ofDirectors desires to amend any provision of this Agreement other than pursuantto Section 11.1(c), then it shall first adopt a resolution setting forththe amendment proposed, declaring its advisability, and either calling aspecial meeting of the Members entitled to vote in respect thereof for theconsideration of such amendment or directing that the amendment proposed beconsidered at the next annual meeting of the Members. Amendments to thisAgreement may be proposed only by or with the consent of the Board ofDirectors. Such special or annual meeting shall be called and held upon noticein accordance with Section 11.2 and Section 11.3 of thisAgreement.  The notice shall set forthsuch amendment in full or a brief summary of the changes to be effectedthereby, as the Board of Directors shall deem advisable. At the meeting, a voteof Members entitled to vote thereon shall be taken for and against the proposedamendment. A proposed amendment shall be effective upon its approval by a UnitMajority, unless a greater percentage is required under this Agreement or byDelaware law.

### (b)         Super-Majority Amendments. Notwithstanding Section 11.1(a) but subject toSection 11.1(c), the affirmative vote of the holders of at least 75% ofall Outstanding Units, voting together as a single class, shall be required toalter, amend, adopt any provision inconsistent with or repeal subsection(d) of Section 7.1, this subsection (b) of Section 11.1,Section 11.2, subsection (d) of Section 11.3, subsections (b) or(c) of Section 11.8, Section 11.10 or Section 11.13.

### (c)          Amendments to be Adopted Solely by the Board of Directors.  Notwithstanding Section 11.1(a) andSection 11.1(b), the Board of Directors, without the approval of anyMember, may amend any provision of this Agreement, and execute, swear to,acknowledge, deliver, file and record whatever documents may be required inconnection therewith, to reflect:

##### (i)                                     a change in thename of the Company, the location of the principal place of business of theCompany, the registered agent of the Company or the registered office of theCompany;

##### (ii)                                  admission,substitution, withdrawal or removal of Members in accordance with thisAgreement;

##### (iii)                               a change that the Boardof Directors determines to be necessary or appropriate to qualify or continuethe qualification of the Company as a limited liability company under the lawsof any state or to ensure that the Group Members will not be treated asassociations taxable as corporations or otherwise taxed as entities for federalincome tax purposes;

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##### (iv)                              a change that the Boardof Directors determines (A) does not adversely affect the Members(including any particular class of Interests as compared to other classes ofInterests) in any material respect, (B) to be necessary or appropriate to(1) satisfy any requirements, conditions or guidelines contained in anyopinion, directive, order, ruling or regulation of any federal or state agencyor judicial authority or contained in any federal or state statute (includingthe Delaware Act) or (2) facilitate the trading of the Units (includingthe division of any class or classes of Outstanding Units into different classesto facilitate uniformity of tax consequences within such classes of Units) orcomply with any rule, regulation, guideline or requirement of any NationalSecurities Exchange on which the Units are or will be listed for trading,compliance with any of which the Board of Directors deems to be in the bestinterests of the Company and the Members, (C) to be necessary orappropriate in connection with action taken by the Board of Directors pursuantto Section 5.8 or (D) is required to effect the intent expressed inthe Registration Statement or the intent of the provisions of this Agreement oris otherwise contemplated by this Agreement;

##### (v)                                 a change in the fiscalyear or taxable year of the Company and any other changes that the Board ofDirectors determines to be necessary or appropriate as a result of a change inthe fiscal year or taxable year of the Company including, if the Board ofDirectors shall so determine, a change in the definition of “Quarter” and the dates on whichdistributions are to be made by the Company;

##### (vi)                              an amendment that isnecessary, in the Opinion of Counsel, to prevent the Company or its Directors,Officers, trustees or agents from in any manner being subjected to theprovisions of the Investment Company Act of 1940, as amended, the InvestmentAdvisers Act of 1940, as amended, or “plan asset” regulations adopted under theEmployee Retirement Income Security Act of 1974, as amended, regardless ofwhether such are substantially similar to plan asset regulations currentlyapplied or proposed by the United States Department of Labor;

##### (vii)                           subject to the terms ofSection 5.6, an amendment that the Board of Directors determines to benecessary or appropriate in connection with the authorization of issuance ofany class or series of Company Securities pursuant to Section 5.5;

##### (viii)                        any amendment expresslypermitted in this Agreement to be made by the Board of Directors acting alone;

##### (ix)                                an amendment effected,necessitated or contemplated by a Merger Agreement approved in accordance withSection 12.3;

##### (x)                                   an amendment thatthe Board of Directors determines to be necessary or appropriate to reflect andaccount for the formation by the Company of, or investment by the Company in,any corporation, partnership, joint venture, limited liability company or otherentity, in connection with the conduct by the Company of activities permittedby the terms of Section 2.4;

##### (xi)                                a merger or conveyancepursuant to Section 12.3(d); or

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##### (xii)                             any other amendmentssubstantially similar to the foregoing.

## Section 11.2                                AmendmentRequirements.

### (a)          Notwithstanding theprovisions of Section 11.1, no provision of this Agreement thatestablishes a percentage of Outstanding Units required to take any action shallbe amended, altered, changed, repealed or rescinded in any respect that wouldhave the effect of reducing such voting percentage unless such amendment isapproved by the affirmative vote of holders of Outstanding Units whoseaggregate Outstanding Units constitute not less than the voting requirementsought to be reduced.

### (b)         Notwithstanding theprovisions of Section 11.1, no amendment to this Agreement may(i) enlarge the obligations of any Member without its consent, unless suchshall be deemed to have occurred as a result of an amendment approved pursuantto Section 11.2(c), (ii) change Section 10.1(a), or(iii) change the term of the Company or, except as set forth inSection 10.1(a), give any Person the right to dissolve the Company.

### (c)          Except as provided inSection 12.3, and without limitation of the Board of Directors’ authorityto adopt amendments to this Agreement without the approval of any Members ascontemplated in Section 11.1, any amendment that would have a materialadverse effect on the rights or preferences of any class of Interests inrelation to other classes of Interests must be approved by the holders of notless than a majority of the Outstanding Interests of the class affected.

### (d)         Notwithstanding any otherprovision of this Agreement, except for amendments pursuant toSection 11.1 and except as otherwise provided by Section 12.3(b), noamendments shall become effective without the approval of the holders of atleast 90% of the Outstanding Units voting as a single class unless the Companyobtains an Opinion of Counsel to the effect that such amendment will not affectthe limited liability of any Member under applicable law.

## Section 11.3                                UnitholderMeetings.

### (a)          All acts of Members tobe taken hereunder shall be taken in the manner provided in thisArticle XI. An annual meeting of the Members for the election of Directorsand for the transaction of such other business as may properly come before themeeting shall be held at such time and place as the Board of Directors shallspecify, which date shall be within 13 months of the last annual meetingof Members. If authorized by the Board of Directors, and subject to suchguidelines and procedures as the Board of Directors may adopt, Members andproxyholders not physically present at a meeting of Members, may by means ofremote communication participate in such meeting, and be deemed present inperson and vote at such meeting provided that the Company shall implementreasonable measures to verify that each Person deemed present and permitted tovote at the meeting by means of remote communication is a Member orproxyholder, to provide such Members or proxyholders a reasonable opportunityto participate in the meeting and to record the votes or other action made bysuch Members or proxyholders.

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### (b)         A failure to hold theannual meeting of the Members at the designated time or to elect a sufficientnumber of Directors to conduct the business of the Company shall not affectotherwise valid acts of the Company or work a forfeiture or dissolution of theCompany. If the annual meeting for election of Directors is not held on thedate designated therefor, the Directors shall cause the meeting to be held assoon as is convenient. If there is a failure to hold the annual meeting for aperiod of 30 days after the date designated for the annual meeting, or ifno date has been designated, for a period of 13 months after the latest tooccur of the date of this Agreement or its last annual meeting, the DelawareCourt of Chancery may summarily order a meeting to be held upon the applicationof any Member or Director. The Outstanding Units present at such meeting,either in person or by proxy, and entitled to vote thereat, shall constitute aquorum for the purpose of such meeting, notwithstanding any provision of thisAgreement to the contrary. The Delaware Court of Chancery may issue such ordersas may be appropriate, including orders designating the time and place of suchmeeting, the record date for determination of Unitholders entitled to vote, andthe form of notice of such meeting.

### (c)          All elections ofDirectors will be by written ballots; if authorized by the Board of Directors,such requirement of a written ballot shall be satisfied by a ballot submittedby electronic transmission, providedthat any such electronic transmission must either set forth or be submitted withinformation from which it can be reasonably determined that the electronictransmission was authorized by the Member or proxyholder.

### (d)         Special meetings of theMembers may be called only by a majority of the Board of Directors. No Membersor group of Members, acting in its or their capacity as Members, shall have theright to call a special meeting of the Members.

## Section 11.4                                Noticeof Meetings of Members.

### (a)          Notice, stating theplace, day and hour of any annual or special meeting of the Members, asdetermined by the Board of Directors, and (i) in the case of a specialmeeting of the Members, the purpose or purposes for which the meeting iscalled, as determined by the Board of Directors or (ii) in the case of anannual meeting, those matters that the Board of Directors, at the time ofgiving the notice, intends to present for action by the Members, shall bedelivered by the Company not less than 10 calendar days nor more than 60calendar days before the date of the meeting, in a manner and otherwise inaccordance with Section 14.1 to each Record Holder who is entitled to voteat such meeting. Such further notice shall be given as may be required byDelaware law. The notice of any meeting of the Members at which directors areto be elected shall include the name of any nominee or nominees who, at thetime of the notice, the Board of Directors intends to present for election.Only such business shall be conducted at a special meeting of Members as shallhave been brought before the meeting pursuant to the Company’s notice ofmeeting. Any previously scheduled meeting of the Members may be postponed, andany special meeting of the Members may be canceled, by resolution of the Boardof Directors upon public notice given prior to the date previously scheduledfor such meeting of the Members.

### (b)         The Board of Directorsshall designate the place of meeting for any annual meeting or for any specialmeeting of the Members. If no designation is made, the place of meeting shallbe the principal office of the Company.

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## Section 11.5                                RecordDate.  For purposes of determining the Members entitled to noticeof or to vote at a meeting of the Members, the Board of Directors may set aRecord Date, which shall not be less than 10 nor more than 60 days beforethe date of the meeting (unless such requirement conflicts with any rule,regulation, guideline or requirement of any National Securities Exchange onwhich the Units are listed for trading, in which case the rule, regulation,guideline or requirement of such exchange shall govern). If no Record Date isfixed by the Board of Directors, the Record Date for determining Membersentitled to notice of or to vote at a meeting of Members shall be at the closeof business on the day next preceding the day on which notice is given. A determinationof Members of record entitled to notice of or to vote at a meeting of Membersshall apply to any adjournment or postponement of the meeting; provided,however, that the Board of Directors may fix a new Record Date for theadjourned or postponed meeting.

## Section 11.6                                Adjournment.  Whena meeting is adjourned to another time or place, notice need not be given ofthe adjourned meeting and a new Record Date need not be fixed, if the time andplace thereof are announced at the meeting at which the adjournment is taken,unless such adjournment shall be for more than 30 days. At the adjournedmeeting, the Company may transact any business which might have been transactedat the original meeting. If the adjournment is for more than 30 days or ifa new Record Date is fixed for the adjourned meeting, a notice of the adjournedmeeting shall be given in accordance with this Article XI.

## Section 11.7                                Waiverof Notice; Approval of Meeting.    Whenever notice tothe Members is required to be given under this Agreement, a written waiver,signed by the Person entitled to notice, whether before or after the timestated therein, shall be deemed equivalent to notice. Attendance of a Person atany such meeting of the Members shall constitute a waiver of notice of such meeting,except when the Person attends a meeting for the express purpose of objectingat the beginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened. Neither the business to betransacted at, nor the purpose of, any regular or special meeting of theMembers need be specified in any written waiver of notice unless so required byresolution of the Board of Directors. All waivers and approvals shall be filedwith the Company records or made part of the minutes of the meeting.

## Section 11.8                                Quorum;Required Vote for Member Action; Voting for Directors.

### (a)          At any meeting of theMembers, the holders of a majority of the Outstanding Units of the class orclasses for which a meeting has been called represented in person or by proxyshall constitute a quorum of such class or classes unless any such action bythe Members requires approval by holders of a greater percentage of OutstandingUnits, in which case the quorum shall be such greater percentage. The submissionof matters to Members for approval and the election of Directors shall occuronly at a meeting of the Members duly called and held in accordance with thisAgreement at which a quorum is present; provided,however, that the Memberspresent at a duly called or held meeting at which a quorum is present maycontinue to transact business until adjournment, notwithstanding the withdrawalof enough Members to leave less than a quorum, if any action taken (other thanadjournment) is approved by the required percentage of Interests specified inthis Agreement. In the absence of a quorum any meeting of Members may beadjourned from time to time by the chairman of the meeting to another place ortime.

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### (b)         Each Outstanding Unitshall be entitled to one vote per Unit on all matters submitted to Members forapproval and in the election of Directors.

### (c)          All matters (other thanthe election of Directors) submitted to Members for approval shall bedetermined by a majority of the votes cast affirmatively or negatively byMembers holding Outstanding Units unless a greater percentage is required withrespect to such matter under the Delaware Act, under the rules of any NationalSecurities Exchange on which the Units are listed for trading, or under theprovisions of this Agreement, in which case the approval of Members holdingOutstanding Units that in the aggregate represent at least such greaterpercentage shall be required.

### (d)         Directors will be electedby a plurality of the votes cast for a particular position.

## Section 11.9                                Conductof a Meeting; Member Lists.

### (a)          The Board of Directorsshall have full power and authority concerning the manner of conducting anymeeting of the Members, including the determination of Persons entitled tovote, the existence of a quorum, the satisfaction of the requirements of thisArticle XI, the conduct of voting, the validity and effect of any proxiesand the determination of any controversies, votes or challenges arising inconnection with or during the meeting or voting. The Board of Directors shalldesignate a Person to serve as chairman of any meeting and shall furtherdesignate a Person to take the minutes of any meeting. All minutes shall bekept with the records of the Company maintained by the Board of Directors. TheBoard of Directors may make such other regulations consistent with applicablelaw and this Agreement as it may deem advisable concerning the conduct of anymeeting of the Members, including regulations in regard to the appointment ofproxies, the appointment and duties of inspectors of votes, the submission andexamination of proxies and other evidence of the right to vote.

### (b)         A complete list ofMembers entitled to vote at any meeting of Members, arranged in alphabeticalorder for each class of Interests and showing the address of each such Memberand the number of Outstanding Units registered in the name of such Member,shall be open to the examination of any Member, for any purpose germane to themeeting, during ordinary business hours, for a period of at least 10 daysbefore the meeting, at the principal place of business of the Company. TheMember list shall also be produced and kept at the time and place of themeeting during the whole time thereof, and may be inspected by any Member whois present.

## Section 11.10                          ActionWithout a Meeting.    No action permitted or requiredto be taken at a meeting of Members may be taken by written consent or by anyother means or manner than a meeting of Members called and conducted inaccordance with this Agreement.

## Section 11.11                          Votingand Other Rights.

### (a)          Only those RecordHolders of Outstanding Units on the Record Date set pursuant toSection 11.5 shall be entitled to notice of, and to vote at, a meeting ofMembers or to act with respect to matters as to which the holders of theOutstanding Units have the right to vote or to act. All references in thisAgreement to votes of, or other acts that may be taken by, the 

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### Outstanding Units shall bedeemed to be references to the votes or acts of the Record Holders of suchOutstanding Units.

### (b)         With respect toOutstanding Units that are held for a Person’s account by another Person (suchas a broker, dealer, bank, trust company or clearing corporation, or an agentof any of the foregoing), in whose name such Outstanding Units are registered,such other Person shall, in exercising the voting rights in respect of suchOutstanding Units on any matter, and unless the arrangement between suchPersons provides otherwise, vote such Outstanding Units in favor of, and at thedirection of, the Person who is the beneficial owner, and the Company shall beentitled to assume it is so acting without further inquiry. The provisions ofthis Section 11.11(b) (as well as all other provisions of this Agreement)are subject to the provisions of Section 4.3.

## Section 11.12                          Proxiesand Voting.

### (a)          At any meeting of theMembers, every holder of an Outstanding Unit entitled to vote may vote inperson or by proxy authorized by an instrument in writing or by a transmissionpermitted by law filed in accordance with the procedure established for themeeting. Any copy, facsimile telecommunication or other reliable reproductionof the writing or transmission created pursuant to this paragraph may besubstituted or used in lieu of the original writing or transmission for any andall purposes for which the original writing or transmission could be used, provided that such copy, facsimiletelecommunication or other reproduction shall be a complete reproduction of theentire original writing or transmission.

### (b)         The Company may, and tothe extent required by law, shall, in advance of any meeting of Members,appoint one or more inspectors to act at the meeting and make a written reportthereof. The Company may designate one or more alternate inspectors to replaceany inspector who fails to act. If no inspector or alternate is able to act ata meeting of Members, the Person presiding at the meeting may, and to theextent required by law, shall, appoint one or more inspectors to act at themeeting. Each inspector, before entering upon the discharge of his or herduties, shall take and sign an oath faithfully to execute the duties ofinspector with strict impartiality and according to the best of his or herability. Every vote taken by ballots shall be counted by a duly appointed inspectoror inspectors.

### (c)          With respect to the useof proxies at any meeting of Members, the Company shall be governed byparagraphs (b), (c), (d) and (e) of Section 212 of the DGCL andother applicable provisions of the DGCL, as though the Company were a Delawarecorporation.

### (d)         With respect to anycontested matter relating to any election, appointment, removal or resignationof any Director, the Company shall be governed by Section 225 of the DGCLand any other applicable provision of the DGCL, as though the Company were aDelaware corporation.

## Section 11.13                          Noticeof Member Business and Nominations.

### (a)          Subject toSection 7.1(d) of this Agreement, nominations of Persons for election tothe Board of Directors of the Company and the proposal of business to beconsidered by the Members may be made at an annual meeting of Members(i) pursuant to the Company’s 

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### notice of meeting deliveredpursuant to Section 11.4 of this Agreement, (ii) by or at thedirection of the Board of Directors, (iii) for nominations to the Board ofDirectors only, by any holder of Outstanding Units who is entitled to vote atthe meeting, who complied with the notice procedures set forth inparagraph (b) or (d) of this Section 11.13 and who was a RecordHolder of a sufficient number of Outstanding Units as of the Record Date forsuch meeting to elect one or more members to the Board of Directors assumingthat such holder cast all of the votes it is entitled to cast in such electionin favor of a single candidate and such candidate received no other votes fromany other holder of Outstanding Units, or (iv) by any holder ofOutstanding Units who is entitled to vote at the meeting, who complied with thenotice procedures set forth in paragraphs (c) or (d) of this Section 11.13and who is a Record Holder of Outstanding Units at the time such notice isdelivered to the Secretary of the Company.

### (b)         For nominations to beproperly brought before an annual meeting by a Unitholder pursuant toSection 11.13(a)(iii), the Unitholder must have given timely noticethereof in writing to the Secretary of the Company. To be timely, a Unitholder’snotice shall be delivered to the Secretary at the principal executive officesof the Company not less than 90 or more than 120 days prior to the firstanniversary (the “Anniversary”)of the date on which the Company first mailed its proxy materials for thepreceding year’s annual meeting of Members; provided, however,that if the date of the annual meeting is advanced more than 30 days priorto or delayed by more than thirty (30) days after the anniversary of thepreceding year’s annual meeting, notice by the Unitholder to be timely must beso delivered not later than the close of business on the later of (x) theninetieth day prior to such annual meeting or (y) the tenth day followingthe day on which public announcement of the date of such meeting is first made.Such Unitholder’s notice shall set forth: (A) as to each Person whom theUnitholder proposes to nominate for election or reelection as a Director allinformation relating to such Person that is required to be disclosed insolicitations of proxies for election of Directors, or is otherwise required,in each case pursuant to Regulation 14A under the Exchange Act, includingsuch Person’s written consent to being named in the proxy statement as anominee and to serving as a Director if elected and (B) as to theUnitholder giving the notice and the beneficial owner, if any, on whose behalfthe nomination or proposal is made the name and address of such Unitholder, asthey appear on the Company’s books, and of such beneficial owner, the class andnumber of Units of the Company which are owned beneficially and of record bysuch Unitholder and such beneficial owner. Such holder shall be entitled tonominate as many candidates for election to the Board of Directors as would beelected assuming such holder cast the precise number of votes necessary toelect each candidate and no more votes were cast by such holder or any otherholder for such candidates.

### (c)          For nominations or otherbusiness to be properly brought before an annual meeting by a Unitholderpursuant to Section 11.13(a)(iv), (i) the Unitholder must have giventimely notice thereof in writing to the Secretary of the Company,(ii) such business must be a proper matter for Member action under thisAgreement and the Delaware Act, (iii) if the Unitholder, or the beneficialowner on whose behalf any such proposal or nomination is made, has provided theCompany with a Solicitation Notice, such Unitholder or beneficial owner must,in the case of a proposal, have delivered a proxy statement and form of proxyto holders of at least the percentage of the Company’s Outstanding Unitsrequired under this Agreement or Delaware law to carry any such proposal, or,in the case of a nomination or nominations, have delivered a proxy statementand form of proxy to holders of a percentage of the Company’s 

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### Outstanding Units reasonablybelieved by such Unitholder or beneficial holder to be sufficient to elect thenominee or nominees proposed to be nominated by such Unitholder, and must, ineither case, have included in such materials the Solicitation Notice and(iv) if no Solicitation Notice relating thereto has been timely providedpursuant to this Section 11.13, the Unitholder or beneficial ownerproposing such business or nomination must not have solicited a number ofproxies sufficient to have required the delivery of such a Solicitation Notice.To be timely, a Unitholder’s notice shall be delivered to the Secretary at theprincipal executive offices of the Company not less than 90 or more than120 days prior to the first Anniversary; provided, however,that in the event that the date of the annual meeting is advanced more thanthirty (30) days prior to or delayed by more than thirty (30) daysafter the anniversary of the preceding year’s annual meeting, notice by theUnitholder to be timely must be so delivered not later than the close ofbusiness on the later of (x) the ninetieth day prior to such annualmeeting or (y) the tenth day following the day on which publicannouncement of the date of such meeting is first made. Such Unitholder’snotice shall set forth: (A) as to each Person whom the Unitholder proposesto nominate for election or reelection as a Director all information relatingto such Person that is required to be disclosed in solicitations of proxies forelection of Directors, or is otherwise required, in each case pursuant toRegulation 14A under the Exchange Act, including such Person’s writtenconsent to being named in the proxy statement as a nominee and to serving as aDirector if elected; (B) as to any other business that the Unitholderproposes to bring before the meeting, a brief description of the businessdesired to be brought before the meeting, the reasons for conducting suchbusiness at the meeting and any material interest in such business of suchUnitholder and the beneficial owner, if any, on whose behalf the proposal ismade; and (C) as to the Unitholder giving the notice and the beneficialowner, if any, on whose behalf the nomination or proposal is made the name andaddress of such Unitholder, as they appear on the Company’s books, and of suchbeneficial owner, the class and number of Units of the Company which are ownedbeneficially and of record by such Unitholder and such beneficial owner, andwhether either such Unitholder or beneficial owner intends to deliver a proxystatement and form of proxy to holders of, in the case of a proposal, at leastthe percentage of the Company’s Outstanding Units required under this Agreementor Delaware law to carry the proposal or, in the case of a nomination ornominations, a sufficient number of holders of the Company’s Outstanding Unitsto elect such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).

### (d)         Notwithstanding anythingin the second sentence of Section 11.13(b) or the second sentence ofSection 11.13(c) to the contrary, if the number of Directors to be electedto the Board of Directors is increased and there is no public announcementnaming all of the nominees for Director or specifying the size of the increasedBoard of Directors made by the Company at least 90 days prior to theAnniversary, then a Unitholder’s notice required by this Section 11.13shall also be considered timely, but only with respect to nominees for any newpositions created by such increase, if it shall be delivered to the Secretaryat the principal executive offices of the Company not later than the close ofbusiness on the tenth day following the day on which such public announcementis first made by the Company.

### (e)          Only such business shallbe conducted at a special meeting of Members as shall have been brought beforethe meeting pursuant to the Company’s notice of meeting pursuant toSection 11.4 of this Agreement. Subject to Section 7.1(d) of thisAgreement, nominations of Persons for election to the Board of Directors may bemade at a special meeting 

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### of Members at which Directorsare to be elected pursuant to the Company’s notice of meeting (i) by or atthe direction of the Board of Directors, (ii) by any holder of OutstandingUnits who is entitled to vote at the meeting, who complied with the noticeprocedures set forth in paragraph (b) or (d) of thisSection 11.13 and who was a Record Holder of a sufficient number ofOutstanding Units as of the Record Date for such meeting to elect one or moremembers to the Board of Directors assuming that such holder cast all of thevotes it is entitled to cast in such election in favor of a single candidate andsuch candidate received no other votes from any other holder of OutstandingUnits, or (iii) by any holder of Outstanding Units who is entitled to voteat the meeting, who complies with the notice procedures set forth in thisSection 11.13 and who is a Record Holder of Outstanding Units at the timesuch notice is delivered to the Secretary of the Company. Nominations byUnitholders of Persons for election to the Board of Directors may be made atsuch a special meeting of Members if the Unitholder’s notice as required bySection 11.13(b) or Section 11.13(c) shall be delivered to theSecretary of the Company not earlier than the ninetieth day prior to suchspecial meeting and not later than the close of business on the later of theseventieth day prior to such special meeting or the tenth day following the dayon which public announcement is first made of the date of the special meetingand of the nominees proposed by the Board of Directors to be elected at suchmeeting. Holders of Outstanding Units making nominations pursuant toSection 11.13(d)(ii) shall be entitled to nominate the number ofcandidates for election at such special meeting as provided inSection 11.13(b) for an annual meeting.

### (f)            Except to the extentotherwise provided in Section 7.1(d) with respect to vacancies, onlyPersons who are nominated in accordance with the procedures set forth in thisSection 11.13 shall be eligible to serve as Directors and only suchbusiness shall be conducted at a meeting of Members as shall have been broughtbefore the meeting in accordance with the procedures set forth in thisSection 11.13. Except as otherwise provided herein or required by law, thechairman of the meeting shall have the power and duty to determine whether anomination or any business proposed to be brought before the meeting was madein accordance with the procedures set forth in this Section 11.13 and, ifany proposed nomination or business is not in compliance with thisSection 11.13, to declare that such defective proposal or nomination shallbe disregarded.

### (g)         Notwithstanding theforegoing provisions of this Section 11.13, a Member shall also complywith all applicable requirements of the Exchange Act and the rules andregulations thereunder with respect to the matters set forth in this Section 11.13.Nothing in this Section 11.13 shall be deemed to affect any rights ofMembers to request inclusion of proposals in the Company’s proxy statementpursuant to Rule 14a-8 under the Exchange Act.

**ARTICLE XII**

**MERGER**

## Section 12.1                                Authority.    TheCompany may merge or consolidate with one or more limited liability companiesor “other business entities” as defined in Section 18-209 of the DelawareAct, formed under the laws of the State of Delaware or any other state of theUnited States of America, pursuant to a written agreement of merger orconsolidation (“Merger Agreement”) in accordance with this Article XII.

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## Section 12.2                                Procedurefor Merger or Consolidation.    Merger or consolidationof the Company pursuant to this Article XII requires the prior approval ofthe Board of Directors. If the Board of Directors shall determine to consent tothe merger or consolidation, the Board of Directors shall approve the MergerAgreement, which shall set forth:

#### (a)          the names and jurisdictions of formation ororganization of each of the business entities proposing to merge orconsolidate;

#### (b)         the name and jurisdiction of formation ororganization of the business entity that is to survive the proposed merger orconsolidation (the “Surviving BusinessEntity”);

#### (c)          the terms and conditions of the proposedmerger or consolidation;

#### (d)         the manner and basis of exchanging orconverting the rights or securities of, or interests in, each constituentbusiness entity for, or into, cash, property, rights, or securities of or interestsin, the Surviving Business Entity; and if any rights or securities of, orinterests in, any constituent business entity are not to be exchanged orconverted solely for, or into, cash, property, rights, or securities of orinterests in, the Surviving Business Entity, the cash, property, rights, orsecurities of or interests in, any limited liability company or other businessentity which the holders of such rights, securities or interests are toreceive;

#### (e)          a statement of any changes in the constituentdocuments or the adoption of new constituent documents (the certificate offormation or limited liability company agreement, articles or certificate ofincorporation, articles of trust, declaration of trust, certificate oragreement of limited partnership or other similar charter or governingdocument) of the Surviving Business Entity to be effected by such merger orconsolidation;

#### (f)            the effective time of the merger, which maybe the date of the filing of the certificate of merger pursuant toSection 12.4 or a later date specified in or determinable in accordancewith the Merger Agreement (provided,that if the effective time of the merger is to be later than the date of thefiling of the certificate of merger, the effective time shall be fixed no laterthan the time of the filing of the certificate of merger and stated therein);and

#### (g)         such other provisions with respect to theproposed merger or consolidation that the Board of Directors determines to benecessary or appropriate.

## Section 12.3                                Approvalby Members of Merger or Consolidation.

### (a)          Except as provided inSection 12.3(d), the Board of Directors, upon its approval of the MergerAgreement, shall direct that the Merger Agreement be submitted to a vote ofMembers, whether at an annual meeting or a special meeting, in either case inaccordance with the requirements of Article XI. A copy or a summary of theMerger Agreement shall be included in or enclosed with the notice of meeting.

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### (b)         Except as provided inSection 12.3(d), the Merger Agreement shall be approved upon receiving theaffirmative vote or consent of the holders of a Unit Majority unless the MergerAgreement contains any provision that, if contained in an amendment to thisAgreement, the provisions of this Agreement or the Delaware Act would requirefor its approval the vote or consent of a greater percentage of the OutstandingUnits or of any class of Members, in which case such greater percentage vote orconsent shall be required for approval of the Merger Agreement.

### (c)          Except as provided inSection 12.3(d), after such approval by vote or consent of the Members,and at any time prior to the filing of the certificate of merger pursuant toSection 12.4, the merger or consolidation may be abandoned pursuant toprovisions therefor, if any, set forth in the Merger Agreement.

### (d)         Notwithstanding anythingelse contained in this Article XII or in this Agreement, the Board ofDirectors is permitted without Member approval, to convert the Company or anyGroup Member into a new limited liability entity, to merge the Company or anyGroup Member into, or convey all of the Company’s assets to, another limitedliability entity which shall be newly formed and shall have no assets,liabilities or operations at the time of such conversion, merger or conveyanceother than those it receives from the Company or other Group Member if(i) the Board of Directors has received an Opinion of Counsel that theconversion, merger or conveyance, as the case may be, would not result in theloss of the limited liability of any Member or any Group Member or cause theCompany or any Group Member to be treated as an association taxable as acorporation or otherwise to be taxed as an entity for federal income taxpurposes (to the extent not previously treated as such), (ii) the solepurpose of such conversion, merger or conveyance is to effect a mere change inthe legal form of the Company into another limited liability entity and(iii) the governing instruments of the new entity provide the Members andthe Board of Directors with the same rights and obligations as are hereincontained.

### (e)          Members are not entitledto dissenters’ rights of appraisal in the event of a merger or consolidationpursuant to Section 12.1, a sale of all or substantially all of the assetsof the Company or the Company’s Subsidiaries, or any other transaction orevent.

## Section 12.4                                Certificateof Merger.    Upon the required approval by the Boardof Directors and the Unitholders of a Merger Agreement, a certificate of mergershall be executed and filed with the Secretary of State of the State ofDelaware in conformity with the requirements of the Delaware Act.

## Section 12.5                                Effectof Merger.

### (a)          At the effective time ofthe certificate of merger:

##### (i)                                     all of the rights,privileges and powers of each of the business entities that has merged orconsolidated, and all property, real, personal and mixed, and all debts due toany of those business entities shall be vested in the Surviving Business Entityand after the merger or consolidation shall be the property of the SurvivingBusiness Entity and all other things and causes of action belonging to each ofthose business entities, shall be 

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##### vested in the Surviving Business Entity tothe extent they were of each constituent business entity;

##### (ii)                                  the title to any realproperty vested by deed or otherwise in any of those constituent businessentities shall not revert and is not in any way impaired because of the mergeror consolidation;

##### (iii)                               all rights of creditorsand all liens on or security interests in property of any of those constituentbusiness entities shall be preserved unimpaired; and

##### (iv)                              all debts, liabilitiesand duties of those constituent business entities shall attach to the SurvivingBusiness Entity and may be enforced against it to the same extent as if thedebts, liabilities and duties had been incurred or contracted by it.

### (b)         A merger or consolidationeffected pursuant to this Article XII shall not be deemed to result in atransfer or assignment of assets or liabilities from one entity to another.

## Section 12.6                                BusinessCombination Limitations.    Notwithstanding any otherprovision of this Agreement, with respect to any “Business Combination” (assuch term is defined in Section 203 of the DGCL), the provisions ofSection 203 of the DGCL shall be applied with respect to the Company asthough the Company were a Delaware corporation.

**ARTICLE XIII**

**RIGHT TOACQUIRE MEMBER INTERESTS**

## Section 13.1                                Rightto Acquire Member Interests.

### (a)          Notwithstanding anyother provision of this Agreement, if at any time any Person holds more than90% of the total Member Interests of any class then Outstanding, such Personshall then have the right, which right it may assign and transfer in whole orin part to the Company or any of its Affiliates, exercisable at its option, topurchase all, but not less than all, of such Member Interests of such classthen Outstanding held by other holders, at the greater of (x) the CurrentMarket Price as of the date three days prior to the date that the noticedescribed in Section 13.1(b) is mailed and (y) the highest price paidby such Person or any of its Affiliates for any such Interest of such classpurchased during the 90-day period preceding the date that the notice describedin Section 13.1(b) is mailed. As used in this Agreement, (i) ”Current Market Price” as of any dateof any class of Interests listed or admitted to trading on any NationalSecurities Exchange means the average of the daily Closing Prices (ashereinafter defined) per Interest of such class for the 20 consecutive TradingDays (as hereinafter defined) immediately prior to such date; (ii) ”Closing Price” for any day means theaverage of the high bid and low asked prices on such day, regular way, or inthe case no such sale takes place on such day, the average of the closing bidand asked prices on such day, regular way, in either case as reported in theprincipal consolidated transaction reporting system for securities listed oradmitted for trading on the principal National Securities Exchange on which theunits of that class are listed or admitted to trading, or if the units of thatclass are not listed or admitted for trading on any National SecuritiesExchange, the last quoted price on that day, or if no quoted price exists, theaverage of the high bid low asked price on that day in the over-the-countermarket, as reported by the Nasdaq National Market or such other system then inuse, or, if on any such day such 

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### Interests of such class are notquoted by any such organization of that type, the average of the closing bidand asked prices on such day as furnished by a professional market maker makinga market in such Interests of such class selected by the Board of Directors, orif on any such day no market maker is making a market in such Interests of suchclass, the fair value of such Interests on such day as determined by the Boardof Directors; and (iii) ”TradingDay” means a day on which the principal National Securities Exchange onwhich such Interests of any class are listed or admitted to trading is open forthe transaction of business or, if Interests of a class are not listed oradmitted to trading on any National Securities Exchange, a day on which bankinginstitutions in New York City generally are open.

### (b)         If any Person elects toexercise the right to purchase Interests granted pursuant toSection 13.1(a), the Board of Directors shall deliver to the TransferAgent notice of such election to purchase (the “Notice of Election to Purchase”) and shall cause the TransferAgent to mail a copy of such Notice of Election to Purchase to the RecordHolders of Interests of such class (as of a Record Date selected by the Boardof Directors) at least 10, but not more than 60, days prior to the PurchaseDate. Such Notice of Election to Purchase shall also be published for a periodof at least three consecutive days in at least two daily newspapers of generalcirculation printed in the English language and published in the Borough ofManhattan, New York. The Notice of Election to Purchase shall specify thePurchase Date and the price (determined in accordance withSection 13.1(a)) at which Interests will be purchased and state that suchPerson elects to purchase such Interests, upon surrender of Certificatesrepresenting such Interests in exchange for payment, at such office or officesof the Transfer Agent as the Transfer Agent may specify, or as may be requiredby any National Securities Exchange on which such Interests are listed oradmitted to trading. Any such Notice of Election to Purchase mailed to a RecordHolder of Interests at his address as reflected in the records of the TransferAgent shall be conclusively presumed to have been given regardless of whetherthe owner receives such notice. On or prior to the Purchase Date, the Personexercising the right to purchase hereunder shall deposit with the TransferAgent cash in an amount sufficient to pay the aggregate purchase price of allof such Interests to be purchased in accordance with this Section 13.1. Ifthe Notice of Election to Purchase shall have been duly given as aforesaid atleast 10 days prior to the Purchase Date, and if on or prior to thePurchase Date the deposit described in the preceding sentence has been made forthe benefit of the holders of Interests subject to purchase as provided herein,then from and after the Purchase Date, notwithstanding that any Certificateshall not have been surrendered for purchase, all rights of the holders of suchInterests (including any rights pursuant to Articles IV, V, VI, andX) shall thereupon cease, except the right to receive the purchase price(determined in accordance with Section 13.1(a)) for Interests therefor,without interest, upon surrender to the Transfer Agent of the Certificatesrepresenting such Interests, and such Interests shall thereupon be deemed to betransferred to the Person exercising the right to purchase hereunder on therecord books of the Transfer Agent and the Company, and such Person shall bedeemed to be the owner of all such Interests from and after the Purchase Dateand shall have all rights as the owner of such Interests (including all rightsas owner of such Interests pursuant to Articles IV, V, VI and X).

### (c)          At any time from andafter the Purchase Date, a holder of an Outstanding Interest subject topurchase as provided in this Section 13.1 may surrender his Certificateevidencing such Interest to the Transfer Agent in exchange for payment of theamount described in Section 13.1(a), therefor, without interest thereon.

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### (d)         Upon the exercise by anyPerson of the right to purchase Interests granted pursuant toSection 13.1(a), no Member shall be entitled to dissenters’ rights ofappraisal.

**ARTICLE XIV**

**GENERALPROVISIONS**

## Section 14.1                                Addressesand Notices.    Any notice, demand, request, report orproxy materials required or permitted to be given or made to a Member underthis Agreement shall be in writing and shall be deemed given or made whendelivered in person or when sent by first class United States mail or by othermeans of written communication to the Member at the address described below. Anynotice, payment or report to be given or made to a Member hereunder shall bedeemed conclusively to have been given or made, and the obligation to give suchnotice or report or to make such payment shall be deemed conclusively to havebeen fully satisfied, upon sending of such notice, payment or report to theRecord Holder of such Company Securities at his address as shown on the recordsof the Transfer Agent or as otherwise shown on the records of the Company,regardless of any claim of any Person who may have an interest in such CompanySecurities by reason of any assignment or otherwise. An affidavit orcertificate of making of any notice, payment or report in accordance with theprovisions of this Section 14.1 executed by the Company, the Transfer Agentor the mailing organization shall be prima facie evidence of the giving ormaking of such notice, payment or report. If any notice, payment or reportaddressed to a Record Holder at the address of such Record Holder appearing onthe books and records of the Transfer Agent or the Company is returned by theUnited States Postal Service marked to indicate that the United States PostalService is unable to deliver it, such notice, payment or report and anysubsequent notices, payments and reports shall be deemed to have been dulygiven or made without further mailing (until such time as such Record Holder oranother Person notifies the Transfer Agent or the Company of a change in hisaddress) if they are available for the Member at the principal office of theCompany for a period of one year from the date of the giving or making of suchnotice, payment or report to the other Members. Any notice to the Company shallbe deemed given if received by the Secretary at the principal office of theCompany designated pursuant to Section 2.3. The Board of Directors and theOfficers may rely and shall be protected in relying on any notice or otherdocument from a Member or other Person if believed by it to be genuine.

## Section 14.2                                FurtherAction.    The parties shall execute and deliver alldocuments, provide all information and take or refrain from taking action asmay be necessary or appropriate to achieve the purposes of this Agreement.

## Section 14.3                                BindingEffect.    This Agreement shall be binding upon andinure to the benefit of the parties hereto and their heirs, executors,administrators, successors, legal representatives and permitted assigns.

## Section 14.4                                Integration.    ThisAgreement constitutes the entire agreement among the parties hereto pertainingto the subject matter hereof and supersedes all prior agreements andunderstandings pertaining thereto.

## Section 14.5                                Creditors.    Noneof the provisions of this Agreement shall be for the benefit of, or shall beenforceable by, any creditor of the Company.

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## Section 14.6                                Waiver.    Nofailure by any party to insist upon the strict performance of any covenant,duty, agreement or condition of this Agreement or to exercise any right orremedy consequent upon a breach thereof shall constitute waiver of any suchbreach of any other covenant, duty, agreement or condition.

## Section 14.7                                Counterparts.  This Agreement may be executed incounterparts, all of which together shall constitute an agreement binding onall the parties hereto, notwithstanding that all such parties are notsignatories to the original or the same counterpart. Each party shall becomebound by this Agreement immediately upon affixing its signature hereto or, inthe case of a Person acquiring a Unit, upon accepting the certificateevidencing such Unit.

## Section 14.8                                ApplicableLaw.  This Agreement shall be construed in accordance with andgoverned by the laws of the State of Delaware applicable to contracts executedand to be performed solely in such state.

## Section 14.9                                Invalidityof Provisions.  If any provision of this Agreement is or becomesinvalid, illegal or unenforceable in any respect, the validity, legality andenforceability of the remaining provisions contained herein shall not beaffected thereby.

## Section 14.10                          Consentof Members.    Each Member hereby expressly consentsand agrees that, whenever in this Agreement it is specified that an action maybe taken upon the affirmative vote or consent of less than all of the Members,such action may be so taken upon the concurrence of less than all of the Membersand each Member shall be bound by the results of such action.

*Remainder ofpage intentionally left blank*.

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**IN WITNESS WHEREOF,** the parties hereto have executed this Agreement as of the date firstwritten above.
|       |                               |
|------------|------------------------------------|
|            | Michael C. Linn                    |
|       |                               |   |
|       |                               |
|       | Gerald W. Merriam                  |
|       |                               |   |
|       |                               |
|       | Roland P. Keddie                   |
|       |                               |   |
|       |                               |   |
| ** ** | **QUANTUM ENERGY PARTNERS II, LP** |
| ** ** |                               |   |
|       | By:                                | **Quantum Energy Management II, LP,** |
|       |                               | its General Partner |
|       |                               | ** ** |
|       | By:                                | **Quantum Energy Management II, LLC,** |
|       |                               | its General Partner |
|       |                               |   |
|       | By:                                |   |
|       | Name:                              |   |
|       | Title:                             |   |
|       |                               |   |
|       |                               |   |
| ** ** | **CLARK PARTNERS I, L.P.**         |
| ** ** |                               | ** ** |
|       | By:                                | **Ninth Floor Corporation,** |
|       |                               | its General Partner |
|       |                               |   |
|       |                               |   |
|       | By:                                |   |
|       | Name:                              |   |
|       | Title:                             |   |

 

Signature Page to SecondAmended and Restated

Limited LiabilityCompany Agreement

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|            | **KINGS HIGHWAY INVESTMENT, LLC**                                                                                                                                                                |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                       |
| ** ** | ** **                                                                                                                                                                                       |
|       | By:                                                                                                                                                                                              |   |
|       | Name:                                                                                                                                                                                            |   |
|       | Title:                                                                                                                                                                                           |   |
|       |                                                                                                                                                                                             |   |
|       |                                                                                                                                                                                             |   |
| ** ** | **WAUWINET ENERGY PARTNERS, LLC**                                                                                                                                                                |
|       |                                                                                                                                                                                             |   |
|       |                                                                                                                                                                                             |   |
|       | By:                                                                                                                                                                                              |   |
|       | Name:                                                                                                                                                                                            |   |
|       | Title:                                                                                                                                                                                           |   |
|       |                                                                                                                                                                                             |   |
|       |                                                                                                                                                                                             |   |
| ** ** | **MEMBERS:**                                                                                                                                                                                     |
| ** ** | ** **                                                                                                                                                                                       |
|       | All Members now and hereafter admitted as Members of  the Company, pursuant to powers of attorney now and hereafter executed in  favor of, and granted and delivered to, the Board of Directors. |

 

Signature Page to SecondAmended and Restated

Limited LiabilityCompany Agreement

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**EXHIBIT A**

**to the Second Amended and**

**Restated Agreement of LimitedLiability Company of**

**LinnEnergy, LLC**

**Certificate Evidencing Units**

**Representing Member Interests in**

**LinnEnergy, LLC**

No. [                ][                ]Units

In accordance with Section 4.1of the Second Amended and Restated Limited Liability Company Agreement of LinnEnergy, LLC, as amended, supplemented or restated from time to time (the “*Company Agreement*”), Linn Energy, LLC, aDelaware limited liability company (the “*Company*”),hereby certifies that [                                ](the “*Holder*”) is the registeredowner of Units representing Interests in the Company (the “*Units*”) transferable on the books of theCompany, in person or by duly authorized attorney, upon surrender of thisCertificate properly endorsed. The rights, preferences and limitations of theUnits are set forth in, and this Certificate and the Units represented herebyare issued and shall in all respects be subject to the terms and provisions of,the Company Agreement. Copies of the Company Agreement are on file at, and willbe furnished without charge on delivery of written request to the Company at,the principal office of the Company located at 650 Washington Road, 8th Floor,Pittsburgh, Pennsylvania 15228 or such other address as may be specified bynotice under the Company Agreement. Capitalized terms used herein but notdefined shall have the meanings given them in the Company Agreement.

The Holder, by accepting thisCertificate, is deemed to have (i) requested admission as, and agreed tobecome, a Member and to have agreed to comply with and be bound by and to haveexecuted the Company Agreement, (ii) represented and warranted that theHolder has all right, power and authority and, if an individual, the capacitynecessary to enter into the Company Agreement, (iii) granted the powers ofattorney provided for in the Company Agreement and (iv) made the waiversand given the consents and approvals contained in the Company Agreement.

This Certificate shall not bevalid for any purpose unless it has been countersigned and registered by theTransfer Agent and Registrar.
| Dated:                           |   |             |   |   |
|----------------------------------|--------|------------------|--------|--------|
|                             |   |             |
| Countersigned and Registered by: |   | Linn Energy, LLC |
|                             |   |             |
|                             |   |             |   |
| as Transfer Agent and Registrar  |   | By:              |   |
|                             |   | Name:            |   |
|                             |   | Title:           |   |

 

A-1

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**Reverse of Certificate**

**ABBREVIATIONS**

The following abbreviations,when used in the inscription on the face of this Certificate, shall beconstrued as follows according to applicable laws or regulations:
| TEN  COM— |   | as tenants in common                                                      |   | UNIF GIFT/TRANSFERS MIN ACT                                                                                                                                                                                                                                                                                                                                                                                                                     |
|----------------|--------|---------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |   |                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| TEN ENT—  |   | as tenants by the entireties                                              |   |                                    Custodian                                      |
|           |   |                                                                      |   | (Cust)                                                                                                                                                                                                                                                                                                                                                                                                                                          | (Minor) |
|           |   |                                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
| JT TEN—   |   | as joint tenants with right of survivorship and not  as tenants in common |   | under Uniform Gifts/Transfers to CD   Minors Act                             (State)                                                                                                                                                                                                                          |

 

Additional abbreviations,though not in the above list, may also be used.

A-2

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**ASSIGNMENT OF UNITS**

**in**

**LINN ENERGY, LLC**

FORVALUE RECEIVED,                                     hereby assigns, conveys, sells and transfers unto
|                                                           |   |                                                                     |
|-----------------------------------------------------------|--------|--------------------------------------------------------------------------|
| (Please print or typewrite name  and address of Assignee) |   | (Please insert Social Security or other  identifying number of Assignee) |

 

Units representing MemberInterests evidenced by this Certificate, subject to the Company Agreement, anddoes hereby irrevocably constitute and appoint                                                                   as its attorney-in-fact with full power of substitution to transfer the same onthe books of Linn Energy, LLC.
| Date:                                                                                                                                                                                    |        |        | NOTE: The signature to any endorsement hereon must  correspond with the name as written upon the face of this Certificate in  every particular, without alteration, enlargement or change. |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                     |        |        |
|                                                                                                                                                                                     |        |
|                                                                                                                                                                                     |        |        |
| **SIGNATURE(S) MUST BE GUARANTEED  BY A MEMBER FIRM OF THE  NATIONAL ASSOCIATION OF  SECURITIES DEALERS, INC. OR BY A  COMMERCIAL BANK OR TRUST  COMPANY SIGNATURE(S)  GUARANTEED** |        |        |
|                                                                                                                                                                                     | (Signature) |
|                                                                                                                                                                                     |        |
|                                                                                                                                                                                     |        |
| ** **                                                                                                                                                                               |        |        |
|                                                                                                                                                                                     |        | (Signature) |

 

No transfer of the Units evidenced hereby will beregistered on the books of the Company, unless the Certificate evidencing theUnits to be transferred is surrendered for registration of transfer.

A-3

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**EXHIBIT B**

**to the Second Amended and**

**Restated Agreement of LimitedLiability Company of**

**Linn Energy, LLC**
| **Existing Investor**      | ** ** | **Units Received in  Exchange** | ** ** |
|---------------------------------|------------|-------------------------------------------|------------|
| Quantum Energy Partners  II, LP |       | 15,366,219 Units                          |       |
| Clark Partners I, L.P.          |       | 365,675 Units                             |       |
| Kings Highway  Investment, LLC  |       | 22,697 Units                              |       |
| Wauwinet Energy  Partners, LLC  |       | 7,250 Units                               |       |
| Michael C. Linn                 |       | 3,804,978 Units                           |       |
| Gerald W. Merriam               |       | 475,622 Units                             |       |
| Roland P. Keddie                |       | 475,622 Units                             |       |

·                                               

B-1

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