**Exhibit3.5**

**CLASS CAMENDMENT**

**AMENDMENT NO. 2TO SECOND AMENDED AND RESTATEDLIMITED LIABILITY COMPANY AGREEMENT OFLINN ENERGY, LLC**

THIS AMENDMENT NO. 2 TOSECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LINN ENERGY,LLC (this “Amendment”), dated as of February 1, 2007, is entered intoand effectuated by the Board of Directors (the “Board”) of Linn Energy,LLC, a Delaware limited liability company (the “Company”), pursuant toauthority granted to it in Sections 5.5 and 11.1 of the Second Amended andRestated Limited Liability Company Agreement of the Company, dated as ofJanuary 19, 2006 (the “Limited Liability Company Agreement”).  Capitalized terms used but not defined hereinare used as defined in the Limited Liability Company Agreement.

WHEREAS, Section 5.5(a)of the Limited Liability Company Agreement provides that the Company may issueadditional Company Securities for any Company purpose at any time and from timeto time for such consideration and on such terms and conditions as the Boardshall determine, all without the approval of any Members;

WHEREAS, Section 5.5(b)of the Limited Liability Company Agreement provides that the Company Securitiesauthorized to be issued by the Company pursuant to Section 5.5(a) of theLimited Liability Company Agreement may be issued in one or more classes, orone or more series of any such classes, with such designations, preferences,rights, powers and duties (which may be senior to existing classes and seriesof Company Securities) as shall be fixed by the Board;

WHEREAS, Section11.1(c)(vii) of the Limited Liability Company Agreement provides that theBoard, without the approval of any Member (subject to the provisions of Section5.6 of the Limited Liability Company Agreement), may amend any provision of theLimited Liability Company Agreement that the Board determines to be necessaryor appropriate in connection with the authorization of issuance of any class orseries of Company Securities pursuant to Section 5.5 of the Limited LiabilityCompany Agreement, and the Board has determined that the amendmentscontemplated hereby are necessary or appropriate in connection therewith;

WHEREAS, the Board hasdetermined that the issuance of the Class C Units provided for in thisAmendment is permitted by Section 5.6 of the Limited Liability CompanyAgreement;

WHEREAS, Section11.1(c)(iv) of the Limited Liability Company Agreement provides that the Board,without the approval of any Member, may amend any provision of the LimitedLiability Company Agreement to reflect a change that the Board determines doesnot adversely affect the Members (including any particular class of Interestsas compared to other classes of Interests) in any material respect, and theBoard has determined that such amendments contemplated hereby do not adverselyaffect the Members in any material respect; and

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WHEREAS, the Board deemsit in the best interest of the Company to effect this Amendment to provide for(i) the issuance of the Class C Units, (ii) the conversion of the Class C Unitsinto Units in accordance with the terms described herein and (iii) such othermatters as are provided herein.

NOW, THEREFORE, it ishereby agreed as follows:

A.                                   Amendment.  The Limited Liability CompanyAgreement is hereby amended as follows:

1.                                       Section1.1 of the Limited Liability Company Agreement is hereby amended to add oramend and restate the following definitions in the appropriate alphabeticalorder:

“*Capital Account True-Up Election*” has the meaning set forthin Section 6.1(d)(xii)(C).

“*Class C Unit*” means a Company Securityrepresenting a fractional part of the Interests of all Members, and having therights and obligations specified with respect to the Class C Units in thisAgreement.  A “Class C Unit” shall notconstitute a Unit until such time as such Class C Unit is converted into a Unitpursuant to Section 5.10.

“*Issue Price*” means the price at which a Unit or Class C Unitis purchased from the Company, net of any sales commissions or underwritingdiscount charged to the Company; for the avoidance of doubt, in the case of theClass C Units, the Issue Price shall be deemed to be $25.06 per Class C Unitand, in the case of the Privately Placed Units, $26.00 per Privately PlacedUnit.

“*Percentage Interest*” means, as of any date of determination(a) as to any Unitholder or holder of Class C Units holding Units or Class CUnits, the product obtained by multiplying (i) 100% less the percentageestablished pursuant to clause (b) below by (ii) the quotient obtained bydividing (A) the number of Units and Class C Units held by such Unitholder orholder of Class C Units by (B) the total number of all Outstanding Units orOutstanding Class C Units and (b) as to the holders of other Company Securitiesissued by the Company in accordance with Section 5.5, the percentageestablished as part of such issuance.

“*Per Unit Capital Amount*” means, as ofany date of determination, the Capital Account, stated on a per Unit, Class CUnit or Privately Placed Unit basis, as the case may be, underlying any Unit,Class C Unit or Privately Placed Unit, as the case may be, held by a Person.

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“*Private Placement Value*” means withrespect to the Class C Units $33.12 per Class C Unit and the Privately PlacedUnits $33.12 per Privately Placed Unit.

“*Privately Placed Units*”means the Units issued pursuant to the Unit Purchase Agreement.

“*Pro Rata*”means (a) when modifying Units, Class C Units, Privately Placed Units or anyclass of any thereof, apportioned equally among all designated Units, Class CUnits or Privately Placed Units, as the case may be, in accordance with theirrelative Percentage Interests, and (b) when modifying Members, apportionedamong all designated Members in accordance with their relative PercentageInterest.

“*Remaining NetPositive Adjustments*” means, as of the end of any taxable period,with respect to the holders of Units, Privately Placed Units or Class C Units,the excess of (i) the Net Positive Adjustments of the holders of Units,Privately Placed Units or Class C Units as of the end of such period over (ii)the sum of those Members’ Share of Additional Book Basis Derivative Items foreach prior taxable period.

“*Share ofAdditional Book Basis Derivative Items*” means, in connection withany allocation of Additional Book Basis Derivative Items for any taxableperiod, with respect to the holders of Units, Privately Placed Units or Class CUnits, the amount that bears the same ratio to such Additional Book BasisDerivative Items as the holders’ Remaining Net Positive Adjustments as of theend of such period bears to the Aggregate Remaining Net Positive Adjustments asof that time.

“*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, whichincludes Privately Placed Units.  Theterm “Unit” does not refer to a Class C Unit prior to its conversion into aUnit pursuant to the terms hereof.

“*Unit Majority*” means a majority of theOutstanding Units.

“*Unit Purchase Agreement*” means the Class C Unit and UnitPurchase Agreement dated as of December 13, 2006 between the Company and thepurchasers named therein.

2.                                       ArticleIV of the Limited Liability Company Agreement is hereby amended to add a newSection 4.6(c) as follows:

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(c)                                  Thetransfer of a Class C Unit or a Privately Placed Unit shall be subject to therestrictions imposed by Section 6.5.

3.                                       Section5.4(a) of the Limited Liability Company Agreement is hereby amended to add thefollowing at the end of such section:

The initial Capital Account balance in respect of eachClass C Unit shall be the Private Placement Value for such Class C Unit, andthe initial Capital Account balance of each holder of Class C Units in respectof all Class C Units held shall be the product of such initial balance for aClass C Unit multiplied by the number of Class C Units held thereby.  The initial Capital Account balance inrespect of each Privately Placed Unit shall be the Private Placement Value forsuch Privately Placed Unit, and the initial Capital Account balance of eachholder of Privately Placed Units in respect of all Privately Placed Units heldshall be the product of such initial balance for a Privately Placed Unitmultiplied by the number of Privately Placed Units held thereby.  Immediately following the creation of aCapital Account balance in respect of each Class C Unit, each holder acquiringa Class C Unit at original issuance shall be deemed to have received a cashdistribution in respect of such Class C Units in an amount equal to the productof (x) the total number of Class C Units so acquired by such holder multipliedby (y) the difference between the Private Placement Value and the Issue Priceof a Class C Unit.  Immediately followingthe creation of a Capital Account balance in respect of each Privately PlacedUnit, each Unitholder acquiring a Privately Placed Unit at original issuanceshall be deemed to have received a cash distribution in respect of suchPrivately Placed Units in an amount equal to the product of (x) the totalnumber of Privately Placed Units so acquired by such Unitholder multiplied by(y) the difference between the Private Placement Value and the Issue Price of aPrivately Placed Unit.  The purpose ofthe four preceding sentences is to provide the initial purchasers of Class CUnits and Privately Placed Units with a net Capital Account in the Class CUnits and Privately Placed Units on the date of purchase equal to the IssuePrice paid by those purchasers for the Class C Units and Privately PlacedUnits.

4.                                       Section5.4(c)(i) of the Limited Liability Company Agreement is hereby amended to addthe following at the end of such section:

Any adjustments that aremade under this paragraph in connection with the issuance of the Class C Unitsor the Privately Placed Units shall be based on the Private Placement Value ofthe Class C Units and the Privately Placed Units.

5.                                       ArticleV of the Limited Liability Company Agreement is hereby amended to add a newSection 5.10 creating a new series of Company Securities as follows:

Section 5.10  *Establishment of Class CUnits*.

(a)                                  *General*.  The Board hereby designates and creates aseries of Company Securities to bedesignated as “Class C Units” 

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andconsisting of a total of 7,465,946 Class C Units, and fixes the designations,preferences and relative, participating, optional or other special rights,powers and duties of holders of the Class C Units as set forth in this Section5.10.

(b)                                 *Allocations*.  Except as otherwise provided in thisAgreement, including Section 6.1(d)(iii), all items of Company income, gain,loss, deduction and credit shall be allocated to the Class C Units to the sameextent as such items would be so allocated if such Class C Units were Units(other than Privately Placed Units) that were then Outstanding.

(c)                                  *Distributions*.  Each Class C Unit shall have the right toshare in Company distributions on a Pro Rata basis with the Units, with theamount of distributions on each such Class C Unit being equal to 115% of thequarterly cash distribution amount payable on each Unit.

(d)                                 *Vote of Unitholders*. Except as provided in this Section 5.10, the Class C Units are notconvertible into Units.  The Board shall,as promptly as practicable following the issuance of the Class C Units, but inany event not later than June 30, 2007**,** take suchactions as may be necessary or appropriate to submit to a vote or consent ofthe holders of the Units the approval of a change in the terms of the Class CUnits to provide that each Class C Unit will automatically convert into oneUnit (subject to appropriate adjustment in the event of any split-up,combination or similar event affecting the Units that occurs prior to theconversion of the Class C Units) effective immediately upon such approval bythe Unitholders of the issuance of additional Units upon such automaticconversion without any further action by the holders thereof.  The vote or consent required for suchapproval will be the requisite vote required under this Agreement and under therules or staff interpretations of the National Securities Exchange on which theUnits are listed or admitted to trading for the listing or admission to tradingof the Units that would be issued upon any such conversion.  Upon receipt of such approval and compliancewith Section 5.10(f), the terms of the Class C Units will be changed,automatically and without further action, so that each Class C Unit isconverted into one Unit and, immediately thereafter, none of the Class C Unitsshall be Outstanding.

(e)                                  *Change in Rules of National Securities Exchange*.  If at any time (i) the rules of the NationalSecurities Exchange on which the Units are listed or admitted to trading or thestaff interpretations of such rules are changed or (ii) facts or circumstancesarise so that no vote or consent of Unitholders is 

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requiredas a condition to the listing or admission to trading of the Units that wouldbe issued upon any conversion of any Class C Units into Units as provided inSection 5.10(d), the terms of such Class C Units will be changed so that eachClass C Unit is converted (without further action or any vote of anyUnitholders other than compliance with Section 5.10(f)) into one Unit (subjectto appropriate adjustment in the event of any split-up, combination or similarevent affecting the Units that occurs prior to the conversion of the Class CUnits) and, immediately thereafter, none of the Class C Units shall beOutstanding.

(f)                                    *Surrender of Certificates. *Upon receipt of the approval ofthe holders of the Units**toconvert the Class C Units into Units in accordance with Section 5.10(d) or achange in rules of the National Securities Exchange or a change in facts andcircumstances as described in Section 5.10(e), the Board shall give the holdersof the Class C Units prompt notice of such approval or change and, subject toSection 6.5, each holder of Class C Units shall promptly surrender the Class CUnit Certificates therefor, duly endorsed, at the office of the Company or ofany transfer agent for the Class C Units. In the case of any such conversion, the Company shall, as soon aspracticable thereafter, issue and deliver at such office to such holder ofClass C Units one or more Unit Certificates, registered in the name of suchholder, for the number of Units to which such holder shall be entitled asaforesaid.  Such conversion shall bedeemed to have been made as of the date of the event specified in Section5.10(d) or Section 5.10(e), as the case may be, and the Person entitled toreceive the Units issuable upon such conversion shall be treated for allpurposes as the record holder of such Units on said date.

(g)                                 *Voting Rights. *The Class C Units are non-voting, except that the Class CUnits shall be entitled to vote as a separate class on any matter thatadversely affects the rights or preferences of the Class C Units in relation toother classes of Interests (including as a result of a merger or consolidation)or as required by law.  The approval of amajority of the Class C Units shall be required to approve any matter for whichthe holders of the Class C Units are entitled to vote.

6.                                       Section6.1(c) of the Limited Liability Company Agreement is hereby amended to restateSection 6.1(c)(i)(B) as follows:

(B)                                Second,100% to all Unitholders and holders of Class C Units in accordance with theirrespective Percentage Interests.

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7.                                       Section6.1(c) of the Limited Liability Company Agreement is hereby amended to add anew Section 6.1(c)(ii)(A) as follows:

(A)                              First,to the holders of Class C Units, Pro Rata, until the Capital Account in respectto each Class C Unit then Outstanding has been reduced to zero; and

8.                                       Section6.1(c)(ii)(A) of the Limited Liability Company Agreement is hereby redesignatedas Section 6.1(c)(ii)(B), and Section 6.1(c)(ii)(B) of the Limited LiabilityCompany Agreement is hereby redesignated as Section 6.1(c)(ii)(C).

9.                                       ArticleVI of the Limited Liability Company Agreement is hereby amended to add a newSection 6.1(d)(iii) as follows:

(iii)                               *PriorityAllocations*.  If the amount ofcash or the Net Agreed Value of any property distributed (except cash or propertydistributed or deemed distributed pursuant to Section 5.4(a) of this Agreementwith respect to Class C Units or Privately Placed Units, or Section 10.3 ofthis Agreement) to any holder of Class C Units with respect to its Class CUnits for a taxable year is greater (on a per Class C Unit basis) than theamount of cash or the Net Agreed Value of property distributed to theUnitholders with respect to their Units (on a per Unit basis), then each holderof Class C Units receiving such greater cash or property distribution shall beallocated gross income in an amount equal to the product of (a) the amount bywhich the distribution (on a per Class C Unit basis) to such holder of Class CUnits exceeds the distribution (on a per Unit basis) to the Unitholders and (b)the number of Class C Units owned by the holder of Class C Units.

10.                                 ArticleVI of the Limited Liability Company Agreement is hereby amended to add a newSection 6.1(d)(xii) as follows:

(xii)                             *Allocations for Class C Units and Privately Placed Units*.

(A)                              Withrespect to any taxable period of the Company ending upon, or after, a Book-UpEvent, a Book-Down Event or a sale of all or substantially all of the assets ofthe Company occurring after the date of issuance of the Class C Units and thePrivately Placed Units, Company items of income or gain for such taxable periodshall be allocated 100% (1) to the Members holding Class C Units or convertedClass C Units that are Outstanding as of the time of such event in proportionto the number of Class C Units or converted Class C Units held by such Members,until each such Member has been allocated the amount that increases the CapitalAccount of such Class C Unit or converted Class C Unit to the Per Unit CapitalAmount for a then outstanding Unit (other than a converted Class C Unit or aPrivately Placed Unit) and (2) to the Members holding Privately Placed Unitsthat are Outstanding as of the time of such event in 

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proportionto the number of Privately Placed Units held by such Members, until each such Memberhas been allocated the amount that increases the Capital Account of suchPrivately Placed Unit to the Per Unit Capital Amount for a then outstandingUnit (other than a Privately Placed Unit or a Class C Unit).

(B)                                Withrespect to any taxable period of the Company ending upon, or after, thetransfer of converted Class C Units or Privately Placed Units to a Person thatis not an Affiliate of the holder, Company items of income or gain for suchtaxable period shall be allocated 100% (1) to the Members transferring suchconverted Class C Units in proportion to the number of converted Class C Unitstransferred by such Members, until each such Member has been allocated theamount that increases the Capital Account of such converted Class C Unit to thePer Unit Capital Amount for a then outstanding Unit (other than a convertedClass C Unit or a Privately Placed Unit) and (2) to the Members transferringsuch Privately Placed Units in proportion to the number of Privately PlacedUnits transferred by such Members, until each such Member has been allocatedthe amount that increases the Capital Account of such Privately Placed Unit tothe Per Unit Capital Amount for a then outstanding Unit (other than a PrivatelyPlaced Unit or a converted Class C Unit).

(C)                                Withrespect to the first taxable period of the Company ending upon, or after, thedate of issuance of the Class C Units or the Privately Placed Units, at theelection of a Member holding Class C Units or Privately Placed Units (the “CapitalAccount True-Up Election”), items of income or gain for such taxable periodshall be allocated 100% to the Members making such Capital Account True-UpElection with respect to Class C Units or Privately Placed Units that areOutstanding as of the time of such Capital Account True-Up Election inproportion to the number of Class C Units or Privately Placed Units held bysuch Members, until each such Member has been allocated the amount thatincreases the Capital Account of such Class C Unit or Privately Placed Unit tothe Per Unit Capital Amount for a then outstanding Unit (other than a Class CUnit or a Privately Placed Unit).

11.                                 Section 6.1(d)(xi)(A) of the LimitedLiability Company Agreement is hereby amended to replace the phrase “thisAmended and Restated Limited Liability Company Agreement” in the two placesthat it appears to “this Agreement”.

12.                                 Section 6.4 of the Limited LiabilityCompany Agreement is hereby amended to replace the reference to “Section 5.6(b)”with “Section 5.5(b)”.

13.                                 ArticleVI is hereby amended to add a new Section 6.5 as follows:

Section6.5                                      *Special Provisions Relating to Holders of Class C Units and PrivatelyPlaced Units.*  A holder of (1)a Privately Placed Unit or (2) a Class C Unit that has 

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convertedinto a Unit pursuant to Section 5.10 shall be required to provide notice to theBoard of the number of Privately Placed Units or converted Class C Unitstransferred by such holder no later than the last Business Day of the calendaryear during which such transfer occurred, unless (x) the transfer is to anAffiliate of the holder or (y) by virtue of the application of Section6.1(d)(xii)(B) to a prior transfer of the Unit or the application of Section6.1(d)(xii)(A) or Section 6.1(d)(xii)(C), the Board has previously determined,based on advice of counsel, that the Privately Placed Unit or converted Class CUnit should have, as a substantive matter, like intrinsic economic and federalincome tax characteristics of an Initial Unit; provided, that such holder maycure any failure to provide such notice by providing such notice within 20 daysof the last Business Day of such calendar year. The sole and exclusive remedy for any holder’s failure to provide anysuch notice shall be the enforcement of the remedy of specific performanceagainst such holder and there will be no monetary damages.  In connection with the condition imposed bythis Section 6.5, the Board shall take whatever steps are required to provideeconomic uniformity to the Privately Placed Units and converted Class C Unitsin preparation for a transfer thereof, including the application of Section6.1(d)(xii)(B); *provided, however*, that no suchsteps may be taken that would have a material adverse effect on the Unitholdersholding Units represented by Unit Certificates.

B.                                     Agreementin Effect.  Except as hereby amended,the Limited Liability Company Agreement shall remain in full force and effect.

C.                                     ApplicableLaw.  This Amendment shall beconstrued in accordance with and governed by the laws of the State of Delaware,without regard to principles of conflicts of laws.

D.                                    Invalidityof Provisions.  If any provision ofthis Amendment is or becomes invalid, illegal or unenforceable in any respect,the validity, legality and enforceability of the remaining provisions containedherein shall not be affected thereby.

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IN WITNESS WHEREOF, thisAmendment has been executed as of the date first written above.
|            | **LINN ENERGY, LLC** |
|------------|----------------------|
| ** ** | ** **           |
| ** ** | ** **           |
|       | By:                  |   |
|       |                 | Kolja Rockov |
|       |                 | Executive Vice  President and Chief |
|       |                 | Financial Officer |

 

[*Signature Page to Form of Class C Amendment]*

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