**Exhibit3.3**

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**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 AMENDED AND RESTATED LIMITED LIABILITYCOMPANYAGREEMENT OF LINN ENERGY, LLC**

This SECOND AMENDED AND RESTATED LIMITED LIABILITYCOMPANY AGREEMENT OF LINN ENERGY, LLC, dated as of January 19, 2006 is enteredinto by Quantum, Clark Partners, Kings Highway Investment, Wauwinet EnergyPartners, Michael C. Linn, Gerald W. Merriam and Roland P. Keddie,together with any other Persons who hereafter become Members in Linn Energy,LLC or parties hereto as provided herein. In consideration of the covenants, conditions and agreements containedherein, the parties hereto hereby agree as follows:

**ARTICLE IDEFINITIONS**

Section 1.1   Definitions.

The following definitions shall be for all purposes,unless otherwise clearly indicated to the contrary, applied to the terms usedin this Agreement.

“Acquisition”means any transaction in which any Group Member acquires (through an assetacquisition, merger, stock acquisition or other form of investment) controlover all or a portion of the assets, properties or business of another Personfor the purpose of increasing the operating capacity or revenue of the CompanyGroup from the operating capacity or revenue of the Company Group existingimmediately prior to such transaction.

“AdditionalBook Basis” means the portion of any remaining Carrying Value of anAdjusted Property that is attributable to positive adjustments made to suchCarrying Value as a result of Book-Up Events. For purposes of determining theextent that Carrying Value constitutes Additional Book Basis:

(a)           Anynegative adjustment made to the Carrying Value of an Adjusted Property as aresult of either a Book-Down Event or a Book-Up Event shall first be deemed tooffset or decrease that portion of the Carrying Value of such Adjusted Propertythat is attributable to any prior positive adjustments made thereto pursuant toa Book-Up Event or Book-Down Event.

(b)           IfCarrying Value that constitutes Additional Book Basis is reduced as a result ofa Book-Down Event and the Carrying Value of other property is increased as aresult of such Book-Down Event, an allocable portion of any such increase inCarrying Value shall be treated as Additional Book Basis; provided that the amount treated asAdditional Book Basis as a result of such Book-Down Event shall not exceed theamount by which the Aggregate Remaining Net Positive Adjustments after suchBook-Down Event exceed the remaining Additional Book Basis attributable to allof the Company’s Adjusted Property after such Book-Down Event (determinedwithout regard to the application of this clause (ii) to such Book-DownEvent).

“AdditionalBook Basis Derivative Items” means any Book Basis Derivative Items thatare computed with reference to Additional Book 

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Basis. To the extent that the Additional Book Basisattributable to all of the Company’s Adjusted Property as of the beginning ofany taxable period exceeds the Aggregate Remaining Net Positive Adjustments asof the beginning of such period (the “ExcessAdditional Book Basis”), the Additional Book Basis Derivative Items forsuch period shall be reduced by the amount that bears the same ratio to theamount of Additional Book Basis Derivative Items determined without regard tothis sentence as the Excess Additional Book Basis bears to the Additional BookBasis as of the beginning of such period.

“AdditionalMember” means a Member admitted as a Member of the Company pursuant toSection 4.5 and who is shown as such on the books and records of theCompany.

“AdjustedCapital Account” means the Capital Account maintained for each Member asof the end of each fiscal year of the Company, (a) increased by anyamounts that such Member is obligated to restore under the standards set byTreasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligatedto restore under Treasury 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.

“AdjustedProperty” means any property the Carrying Value of which has beenadjusted pursuant to Section 5.4(c)(i) or Section 5.4(c)(ii).

“Affiliate”means, with respect to any Person, any other Person that directly or indirectlythrough one or more intermediaries controls, is controlled by or is undercommon control with the Person in question. As used herein, the term “control”means the possession, direct or indirect, of the power to direct or cause thedirection of the management and policies of a Person, whether through ownershipof voting securities, by contract or otherwise.

“AggregateRemaining Net Positive Adjustments” means, as of the end of any taxableperiod, the sum of the Remaining Net Positive Adjustments of all Members.

“AgreedAllocation” means any allocation, other than a Required Allocation, ofan item of income, gain, loss or deduction pursuant to the provisions ofSection 6.1, including, without 

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limitation, a Curative Allocation (if appropriate tothe context in which the term “AgreedAllocation” is used).

“Agreed Value”of any Contributed Property means the fair market value of such property orother consideration at the time of contribution as determined by the Board ofDirectors. The Board of Directors shall use such method as it determines to beappropriate to allocate the aggregate Agreed Value of Contributed Propertiescontributed to the Company in a single or integrated transaction among eachseparate property on a basis proportional to the fair market value of eachContributed Property.

“Agreement”means this Second Amended and Restated Limited Liability Company Agreement ofLinn Energy, LLC, as it may be amended, supplemented or restated from time totime.

“Amended andRestated Limited Liability Company Agreement” means the Amended andRestated Limited Liability Company Agreement of Linn Energy, LLC, dated as ofApril 6, 2005, as amended through the date of this Agreement.

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

“ApplicableQuarter” means a Quarter other than the first Quarter following theClosing Date.

“Associate”means, when used to indicate a relationship with any Person, (a) anycorporation or organization of which such Person is a director, officer orpartner or is, directly or indirectly, the owner of 20% or more of any class ofvoting stock or other voting interest; (b) any trust or other estate inwhich such Person has at least a 20% beneficial interest or as to which suchPerson serves as trustee or in a similar fiduciary capacity; and (c) anyrelative or spouse of such Person, or any relative of such spouse, who has thesame principal residence as such Person.

“AvailableCash” means, with respect to any Quarter ending prior to the LiquidationDate:

#### (a)   the sum of:

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

###### (ii)           all additional cash and cashequivalents of the Company Group on hand on the date of determination ofAvailable Cash for such Quarter resulting from Working Capital Borrowings madesubsequent to the end of such Quarter,

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

###### (i)            provide for the proper conduct ofthe business of the Company Group (including reserves for future capitalexpenditures including drilling and acquisitions and for anticipated futurecredit needs of the Company Group),

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###### (ii)           comply with applicable law or anyloan agreement, security agreement, mortgage, debt instrument or other agreementor obligation to which any Group Member is a party or by which it is bound orits assets are subject; or

###### (iii)          provide funds for distributions underSection 6.4 with respect to any one or more of the next four Quarters;

provided thatdisbursements made by a Group Member or cash reserves established, increased orreduced 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.

Notwithstanding the foregoing, “*Available Cash*” with respect to theQuarter in which the Liquidation Date occurs and any subsequent Quarter shallequal zero.

“Board ofDirectors” has the meaning assigned to such term in Section 7.1(a).

“Book BasisDerivative Items” means any item of income, deduction, gain, loss,Simulated Depletion, Simulated Gain or Simulated Loss included in thedetermination of Net Income or Net Loss that is computed with reference to theCarrying Value of an Adjusted Property (e.g.,depreciation, Simulated Depletion, or gain, loss, Simulated Gain or SimulatedLoss with respect to an Adjusted Property).

“Book-DownEvent” means an event that triggers a negative adjustment to the CapitalAccounts of the Members pursuant to Section 5.4(c).

“Book-TaxDisparity” means, with respect to any item of Contributed Property orAdjusted Property, as of the date of any determination, the difference betweenthe Carrying Value of such Contributed Property or Adjusted Property and theadjusted basis thereof for federal income tax purposes as of such date. AMember’s share of the Company’s Book-Tax Disparities in all of its ContributedProperty and Adjusted Property will be reflected by the difference between suchMember’s Capital Account balance as maintained pursuant to Section 5.4 andthe hypothetical balance of such Member’s Capital Account computed as if it hadbeen maintained strictly in accordance with federal income tax accountingprinciples.

“Book-UpEvent” means an event that triggers a positive adjustment to the CapitalAccounts of the Members pursuant to Section 5.4(c).

“Business Day”means Monday through Friday of each week, except that a legal holidayrecognized as such by the government of the United States of America or theState of Texas shall not be regarded as a Business Day.

“CapitalAccount” means the capital account maintained for a Member pursuant toSection 5.4. The “Capital Account”of a Member in respect of a Unit or any other Interest shall be the amount thatsuch Capital Account would be if such Unit or other Interest were the onlyinterest in the Company held by such Member from and after the date on whichsuch Unit or other Interest was first issued.

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“CapitalContribution” means any cash, cash equivalents or the Net Agreed Valueof Contributed Property that a Member contributes to the Company pursuant tothis Agreement.

“CarryingValue” means (a) with respect to a Contributed Property, the AgreedValue of such property reduced (but not below zero) by all depreciation,depletion (including Simulated Depletion), amortization and cost recoverydeductions charged to the Members’ Capital Accounts in respect of suchContributed Property, and (b) with respect to any other Company property,the adjusted basis of such property for federal income tax purposes, all as ofthe time of determination. The Carrying Value of any property shall be adjustedfrom 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 A to this Agreement,(ii) issued in global form in accordance with the rules and regulations ofthe Depositary or (iii) in such other form as may be adopted by the Boardof Directors, issued by the Company evidencing ownership of one or more Unitsor a certificate, in such form as may be adopted by the Board of Directors,issued by the Company evidencing ownership of one or more other CompanySecurities.

“Certificateof Formation” means the Certificate of Formation of the Company filedwith the Secretary of State of the State of Delaware as referenced inSection 7.2, as such Certificate of Formation may be amended, supplementedor restated from time to time.

“Chairman ofthe Board” has the meaning assigned to such term in Section 7.1.

“CitizenshipCertification” means a properly completed certificate in such form asmay be specified by the Board of Directors by which a Member certifies that he(and if he is a nominee holding for the account of another Person, that to thebest of his knowledge such other Person) is an Eligible Citizen.

“Clark Partners” means Clark Partners I, L.P., a NewYork limited partnership.

“Closing Date”means the first date on which Units are sold by the Company to the Underwriterspursuant to the provisions of the Underwriting Agreement.

“ClosingPrice” has the meaning assigned to such term in Section 13.1(a).

“Code”means the Internal Revenue Code of 1986, as amended and in effect from time totime. Any reference herein to a specific section or sections of the Code shallbe deemed to include a reference to any corresponding provision of anysuccessor law.

“Commission”means the United States Securities and Exchange Commission.

“Company”means Linn Energy, LLC, a Delaware limited liability company, and anysuccessors thereto.

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“CompanyGroup” means the Company and any Subsidiary of the Company, treated as asingle consolidated entity.

“CompanyMinimum Gain” means that amount determined in accordance with theprinciples of Treasury Regulation Section 1.704-2(d).

“CompanySecurity” means any class or series of equity interest in the Company(but excluding any options, rights, warrants and appreciation rights relatingto an equity interest in the Company), including without limitation, Units.

“ConflictsCommittee” means a committee of the Board of Directors composed entirelyof two or more Independent Directors who are not (a) Officers or employeesof the Company or any Subsidiary of the Company, (b) directors oremployees of any Affiliate of the Company or (c) holders of any ownershipinterest in the Company Group other than Units.

“ContributedProperty” means each property or other asset, in such form as may bepermitted by the Delaware Act, but excluding cash, contributed to the Company.Once the Carrying Value of a Contributed Property is adjusted pursuant toSection 5.4(c), such property shall no longer constitute a ContributedProperty, but shall be deemed an Adjusted Property.

“CurativeAllocation” means any allocation of an item of income, gain, deduction,loss or credit pursuant to the provisions of Section 6.1(d)(x).

“CurrentMarket Price” has the meaning assigned to such term inSection 13.1(a).

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

“Depositary”means, with respect to any Units issued in global form, The Depository TrustCompany and its successors and permitted assigns.

“DGCL”means the General Corporation Law of the State of Delaware, 8 Del. C.Section 101, et seq., asamended, supplemented or restated from time to time, and any successor to suchstatute.

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

“EconomicRisk of Loss” has the meaning set forth in Treasury RegulationSection 1.752-2(a).

“EligibleCitizen” means a Person qualified to own interests in real property injurisdictions in which any Group Member does business or proposes to dobusiness from time to time, and whose status as a Member does not or would notsubject such Group Member to a significant risk of cancellation or forfeitureof any of its properties or any interest therein.

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

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“ExistingInvestors” means (i) Quantum, (ii) Clark Partners, (iii) KingsHighway Investment, (iv) Wauwinet Energy Partners, (v) Michael C. Linn,(vi) Gerald W. Merriam and (vii) Roland P. Keddie.

“FinalAdjudication” has the meaning assigned to such term in Section 7.7(e).

“FullyDiluted Basis” means, when calculating the number of Outstanding Unitsfor any period, a basis that includes, in addition to the Outstanding Units,all Company Securities and options, rights, warrants and appreciation rightsrelating to an equity interest in the Company (a) that are convertibleinto or exercisable or exchangeable for Company Securities that are senior toor *pari passu* with the Units,(b) whose conversion, exercise or exchange price is less than the CurrentMarket Price on the date of such calculation, (c) that may be convertedinto or exercised or exchanged for such Units prior to or during the Quarterimmediately following the end of the period for which the calculation is beingmade without the satisfaction of any contingency beyond the control of theholder other than the payment of consideration and the compliance withadministrative mechanics applicable to such conversion, exercise or exchangeand (d) that were not converted into or exercised or exchanged for such Unitsduring the period for which the calculation is being made; provided, that if consideration willbe paid to any Group Member in connection with such conversion, exercise orexchange, the number of Units to be included in such calculation shall be thatnumber equal to the difference between (i) the number of Units issuableupon such conversion, exercise or exchange and (ii) the number of Unitsthat such consideration would purchase at the Current Market Price.

“Group”means a Person that with or through any of its Affiliates or Associates has anyagreement, arrangement or understanding for the purpose of acquiring, holding,voting (except voting pursuant to a revocable proxy or consent given to suchPerson in response to a proxy or consent solicitation made to 10 or morePersons) or disposing of any Company Securities with any other Person thatbeneficially owns, or whose Affiliates or Associates beneficially own, directlyor indirectly, Company Securities.

“Group Member”means a member of the Company Group.

“Group MemberAgreement” means the partnership agreement of any Group Member that is alimited or general partnership, the limited liability company agreement of anyGroup Member, other than the Company, that is a limited liability company, thecertificate of incorporation and bylaws or similar organizational documents ofany Group Member that is a corporation, the joint venture agreement or similargoverning document of any Group Member that is a joint venture and thegoverning or organizational or similar documents of any other Group Member thatis a Person other than a limited or general partnership, limited liabilitycompany, corporation or joint venture, as such may be amended, supplemented orrestated from time to time.

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

“Independent Director”means a Director who meets the then current independence and other standardsrequired of audit committee members by the Commission and the NationalSecurities Exchange on which the Units are listed for trading.

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“InitialUnits” means the Units sold in the Initial Offering.

“InitialMembers” means the holders of the Pre-Initial Offering Interests (withrespect to the Units received by them pursuant to Section 5.1) and theUnderwriters upon the issuance by the Company of Units to the Underwriters asdescribed in Section 5.2 in connection with the Initial Offering.

“InitialOffering” means the initial offering and sale of Units to the public, asdescribed in the Registration Statement.

“Initial UnitPrice” means (a) with respect to the Units, the initial publicoffering price per Unit at which the Underwriters offered the Units to thepublic for sale as set forth on the cover page of the prospectus included aspart of the Registration Statement and first issued at or after the time theRegistration Statement first became effective or (b) with respect to anyother class or series of Company Securities, the price per Unit at which suchclass or series of Company Securities is initially sold by the Company, asdetermined by the Board of Directors, in each case adjusted as the Board ofDirectors determines to be appropriate to give effect to any distribution,subdivision or combination of Company Securities.

“Interest”means the ownership interest of a Member in the Company, which may be evidencedby Units or other Company Securities or a combination thereof or interesttherein, and includes any and all benefits to which such Member is entitled asprovided in this Agreement, together with all obligations of such Member tocomply with the terms and provisions of this Agreement.

“InterimCapital Transactions” means the following transactions if they occurprior to the Liquidation Date: (a) borrowings, refinancings or refundingsof indebtedness (other than Working Capital Borrowings and other than for itemspurchased on open account in the ordinary course of business) by any GroupMember and sales of debt securities of any Group Member; (b) sales ofequity interests of any Group Member (including the Units sold to theUnderwriters pursuant to the exercise of the Over-Allotment Option); and(c) sales or other voluntary or involuntary dispositions of any assets ofany Group Member other than (i) sales or other dispositions of inventory,accounts receivable and other assets in the ordinary course of business and(ii) sales or other dispositions of assets as part of normal retirementsor replacements.

“Issue Price”means the price at which a Unit is purchased from the Company, after takinginto account any sales commission or underwriting discount charged to theCompany.

“Kings Highway Investment” means Kings HighwayInvestment, LLC, a Connecticut limited liability company.

“LiquidationDate” means the date on which an event giving rise to the dissolution ofthe Company occurs.

“Liquidator”means one or more Persons selected by the Board of Directors to perform thefunctions described in Section 10.2 as liquidating trustee of the Companywithin the meaning of the Delaware Act.

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“Member”means, unless the context otherwise requires, each Initial Member, eachSubstituted Member, and each Additional Member.

“MemberNonrecourse Debt” has the meaning set forth in Treasury RegulationSection 1.704-2(b)(4).

“MemberNonrecourse Debt Minimum Gain” has the meaning set forth in TreasuryRegulation Section 1.704-2(i)(2).

“MemberNonrecourse Deductions” means any and all items of loss, deduction,expenditure (including, without limitation, any expenditure described inSection 705(a)(2)(B) of the Code), Simulated Depletion or Simulated Lossthat, in accordance with the principles of Treasury RegulationSection 1.704-2(i), are attributable to a Member Nonrecourse Debt.

“MergerAgreement” has the meaning assigned to such term in Section 12.1.

“NationalSecurities Exchange” means an exchange registered with the Commissionunder Section 6(a) of the Securities Exchange Act of 1934, as amended,supplemented or restated from time to time, and any successor to such statute,or the Nasdaq National Market or any successor thereto.

“Net AgreedValue” means, (a) in the case of any Contributed Property, theAgreed Value of such property reduced by any liabilities either assumed by theCompany upon such contribution or to which such property is subject whencontributed, and (b) in the case of any property distributed to a Memberby the Company, the Company’s Carrying Value of such property (as adjustedpursuant to Section 5.4(c)(ii)) at the time such property is distributed,reduced by any indebtedness either assumed by such Member upon suchdistribution or to which such property is subject at the time of distribution,in either case, as determined under Section 752 of the Code.

“Net Income”means, for any taxable year, the excess, if any, of 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 over theCompany’s items of loss and deduction (other than those items taken intoaccount in the computation of Net Termination Gain or Net Termination Loss) forsuch taxable year. The items included in the calculation of Net Income shall bedetermined in accordance with Section 5.4(b) and shall include SimulatedGains, Simulated Losses, and Simulated Depletion, but shall not include anyitems 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 Loss”means, for any taxable year, the excess, if any, of 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 over theCompany’s items of income and gain (other than those items taken into accountin the computation of Net Termination Gain or Net Termination Loss) for suchtaxable year. The items included in the calculation of Net Loss shall bedetermined in accordance with Section 5.4(b) and shall include SimulatedGains, Simulated Losses, and Simulated Depletion, but shall not include anyitems 

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specially allocated under Section 6.1(d); provided that the determination ofthe items that have been specially allocated under Section 6.1(d) shall bemade as if Section 6.1(d)(xi) were not in this Agreement.

“Net PositiveAdjustments” means, with respect to any Member, the excess, if any, ofthe total positive adjustments over the total negative adjustments made to theCapital Account of such Member pursuant to Book-Up Events and Book-Down Events.

“NetTermination Gain” means, for any taxable year, the sum, if positive, ofall items of income, gain, loss or deduction recognized by the Company afterthe Liquidation Date. The items included in the determination of NetTermination Gain shall be determined in accordance with Section 5.4(b) andshall include Simulated Gains, Simulated Losses and Simulated Depletion, butshall not include any items of income, gain or loss specially allocated underSection 6.1(d).

“NetTermination Loss” means, for any taxable year, the sum, if negative, ofall items of income, gain, loss or deduction recognized by the Company afterthe Liquidation Date. The items included in the determination of NetTermination Loss shall be determined in accordance with Section 5.4(b) andshall include Simulated Gains, Simulated Losses and Simulated Depletion, butshall not include any items of income, gain or loss specially allocated underSection 6.1(d).

“Non-citizenAssignee” means a Person whom the Board of Directors has determined doesnot constitute an Eligible Citizen and as to whose Interest the Board ofDirectors has become the Substituted Member, pursuant to Section 4.7.

“NonrecourseBuilt-in Gain” means with respect to any Contributed Properties orAdjusted Properties that are subject to a mortgage or pledge securing aNonrecourse Liability, the amount of any taxable gain that would be allocatedto the Members pursuant to Section 6.2(c)(iii), Section 6.2(d)(i)(A),Section 6.2(d)(ii)(A) and Section 6.2(d)(iii) if such propertieswere disposed of in a taxable transaction in full satisfaction of suchliabilities and for no other consideration.

“NonrecourseDeductions” means any and all items of loss, deduction, expenditure(including, without limitation, any expenditure described inSection 705(a)(2)(B) of the Code), Simulated Depletion or Simulated Lossthat, in accordance with the principles of Treasury RegulationSection 1.704-2(b), are attributable to a Nonrecourse Liability.

“NonrecourseLiability” has the meaning set forth in Treasury RegulationSection 1.752-1(a)(2).

“Notice ofElection to Purchase” has the meaning assigned to such term inSection 13.1(b).

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

“OperatingCompanies” means (i) Linn Operating, Inc., a Delawarecorporation, (ii) Linn Energy Holdings, LLC, a Delaware limitedliability company, (iii) Chipperco, LLC, a Delaware 

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limited liability company, (iv) Mid-Atlantic WellServices, Inc., a Delaware corporation, and (v) any other operatingSubsidiaries of the Company and any successors thereto.

“Opinion ofCounsel” means a written opinion of counsel (who may be regular counselto the Company or any of its Affiliates) acceptable to the Board of Directors.

“OptionClosing Date” means the date or dates on which any Units are sold by theCompany to the Underwriters upon exercise of the Over-Allotment Option.

“Outstanding”means, with respect to Company Securities, all Company Securities that areissued by the Company and reflected as outstanding on the Company’s books andrecords as of the date of determination; provided,however, that no CompanySecurities held by the Company (other than Company Securities representingInterests held by the Company on behalf of Non-Citizen Assignees) or any otherGroup Member shall be considered Outstanding.

“Over-AllotmentOption” means the over-allotment option granted to the Underwriters bythe Company pursuant to the Underwriting Agreement.

“Parity Units”means Units and all other Company Securities of any other class or series thathave 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 UnitCapital Amount” means, as of any date of determination, the CapitalAccount, stated on a per Unit basis, underlying any Unit held by a Person.

“PercentageInterest” means, as of any date of determination (a) as to anyUnitholder holding Units, the product obtained by multiplying (i) 100%less the percentage applicable to paragraph (b) by (ii) the quotientobtained by dividing (A) the number of Units held by such Unitholder by(B) the total number of all Outstanding Units, and (b) as to theholders of other Company Securities issued by the Company in accordance withSection 5.5, the percentage established as a part of such issuance.

“Person”means an individual or a corporation, limited liability company, partnership,joint venture, trust, unincorporated organization or other enterprise(including an employee benefit plan), association, government agency orpolitical subdivision thereof or other entity.

“Pre-InitialOffering Interests” means the membership interests in the Companyoutstanding prior to the Initial Offering.

“Prime Rate”means the prime rate of interest as quoted from time to time by the Wall StreetJournal or another source reasonably selected by the Company.

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“Pro Rata”means (a) when modifying Units or any class thereof, apportioned equallyamong all designated Units in accordance with their relative PercentageInterests, and (b) when modifying Members, apportioned among alldesignated Members in accordance with their relative Percentage Interest.

“PurchaseDate” means the date determined by the Board of Directors as the datefor purchase of all Outstanding Units of a certain class pursuant toArticle XIII.

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

“Quarter”means, unless the context requires otherwise, a fiscal quarter, or, withrespect to the first fiscal quarter after the Closing Date, the portion of suchfiscal quarter after the Closing Date, of the Company.

“Recapture Income”means any gain recognized by the Company (computed without regard to anyadjustment required by Section 734 or Section 743 of the Code) uponthe disposition of any property or asset of the Company, which gain ischaracterized as ordinary income because it represents the recapture ofdeductions previously taken with respect to such property or asset.

“Record Date”means the date established by the Company for determining (a) the identityof the Record Holders entitled to notice of, or to vote at, any meeting ofMembers or entitled to exercise rights in respect of any lawful action ofMembers or (b) the identity of Record Holders entitled to receive anyreport or distribution or to participate in any offer.

“RecordHolder” means the Person in whose name a Unit is registered on the booksof the Transfer Agent as of the opening of business on a particular BusinessDay, or with respect to other Company Securities, the Person in whose name anysuch other Company Security is registered on the books that the Company hascaused to be kept as of the opening of business on such Business Day.

“RedeemableInterests” means any Interests for which a redemption notice has beengiven, and has not been withdrawn, pursuant to Section 4.8.

“RegistrationStatement” means the Registration Statement on Form S-1(Registration No. 333-125501) as it has been or as it may be amended orsupplemented from time to time, filed by the Company with the Commission underthe Securities Act to register the offering and sale of the Units in theInitial Offering.

“RemainingNet Positive Adjustments” means as of the end of any taxable period,with respect to the Unitholders, the excess of (i) the Net PositiveAdjustments of the Unitholders as of the end of such period over (ii) thesum of those Members’ Share of Additional Book Basis Derivative Items for eachprior taxable period.

“RequiredAllocations” means (a) any limitation imposed on any allocation ofNet Losses or Net Termination Losses under Section 6.1(b) and (b) anyallocation of an item of income, gain, loss, deduction, Simulated Depletion orSimulated Loss pursuant to Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv),6.1(d)(vii) or 6.1(d)(ix).

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“ResidualGain” or “Residual Loss” means any item of gain or loss or SimulatedGain or Simulated Loss, as the case may be, of the Company recognized forfederal income tax purposes resulting from a sale, exchange or otherdisposition of a Contributed Property or Adjusted Property, to the extent suchitem of gain or loss or Simulated Gain or Simulated Loss is not allocatedpursuant to Section 6.2(d)(i)(A) or 6.2(d)(ii)(A), respectively, toeliminate Book-Tax Disparities.

“SecuritiesAct” means the Securities Act of 1933, as amended, supplemented orrestated from time to time and any successor to such statute.

“Share ofAdditional Book Basis Derivative Items” means in connection with anyallocation of Additional Book Basis Derivative Items for any taxable period,with respect to the Unitholders, the amount that bears the same ratio to suchAdditional Book Basis Derivative Items as the Unitholders’ Remaining NetPositive Adjustments as of the end of such period bears to the AggregateRemaining Net Positive Adjustments as of that time.

“Simulated Basis” means the Carrying Value of any oiland gas property (as defined in Section 614 of the Code).

“Simulated Depletion” means, with respect to an oiland gas property (as defined in Section 614 of the Code), a depletion allowancecomputed in accordance with federal income tax principles (as if the SimulatedBasis of the property were its adjusted tax basis) and in the manner specifiedin Treasury Regulation §1.704-1(b)(2)(iv)(k)(2).  For purposes of computing Simulated Depletionwith respect to any property, the Simulated Basis of such property shall bedeemed to be the Carrying Value of such property, and in no event shall suchallowance for Simulated Depletion, in the aggregate, exceed such SimulatedBasis.

“Simulated Gain” means the excess of the amountrealized from the sale or other disposition of an oil or gas property over theCarrying Value of such property.

“Simulated Loss” means the excess of the CarryingValue of an oil or gas property over the amount realized from the sale or otherdisposition of such property.

“SolicitationNotice” has the meaning assigned to such term in Section 11.13(c).

“SpecialApproval” means approval by a majority of the members of the ConflictsCommittee.

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

“Subsidiary”means, with respect to any Person, (a) a corporation of which more than50% of the voting power of shares entitled (without regard to the occurrence ofany contingency) to vote in the election of directors or other governing bodyof such corporation is owned, directly or indirectly, at the date ofdetermination, by such Person, by one or more Subsidiaries of such Person or acombination thereof, (b) a partnership (whether general or limited) inwhich such Person or a Subsidiary of such Person is, at the date ofdetermination, a general or limited partner of such partnership, but only ifmore than 50% of the partnership interests of such partnership 

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(considering all of the partnership interests of thepartnership as a single class) is owned, directly or indirectly, at the date ofdetermination, by such Person, by one or more Subsidiaries of such Person, or acombination thereof, or (c) any other Person (other than a corporation ora partnership) in which such Person, one or more Subsidiaries of such Person,or a combination thereof, directly or indirectly, at the date of determination,has (i) at least a majority ownership interest or (ii) the power toelect or direct the election of a majority of the directors or other governingbody of such Person.

“SubstitutedMember” means a Person who is admitted as a Member of the Companypursuant to Sections 4.5 or 4.7 in place of and with all rights of a Member andwho is shown as a Member on the books and records of the Company.

“SurvivingBusiness Entity” has the meaning assigned to such term inSection 12.2(b).

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

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

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

“TransferAgent” means such bank, trust company or other Person (including theCompany or one of its Affiliates) as shall be appointed from time to time bythe Company to act as registrar and transfer agent for the Units; provided that if no Transfer Agent isspecifically designated for any other Company Securities, the Company shall actin such capacity.

“Underwriter”means each Person named as an underwriter in the Underwriting Agreement whopurchases Units pursuant thereto.

“UnderwritingAgreement” means that certain 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 Security representing a fractional part of the Interests of allMembers, and having the rights and obligations specified with respect to Unitsin this Agreement.

“UnitMajority” means at least a majority of the Outstanding Units.

“Unitholders”means the holders of Units.

“UnrealizedGain” attributable to any item of Company property means, as of any dateof determination, the excess, if any, of (a) the fair market value of suchproperty as of such date (as determined under Section 5.4(c)) over(b) the Carrying Value of such property as of such date (prior to anyadjustment to be made pursuant to Section 5.4(c) as of such date).

“UnrealizedLoss” attributable to any item of Company property means, as of any dateof determination, the excess, if any, of (a) the Carrying Value of suchproperty as of such date 

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

“U.S. GAAP”means United States generally accepted accounting principles consistentlyapplied.

“Wauwinet Energy Partners” means Wauwinet EnergyPartners, LLC, a Delaware limited liability company.

“WorkingCapital Borrowings” means borrowings used solely for working capitalpurposes or to pay distributions to Members made pursuant to a credit facilityor other arrangement to the extent such borrowings are required to be reducedto a relatively small amount each year (or for the year in which the InitialOffering is consummated, the 12-month period beginning on the Closing Date) foran economically meaningful period of time.

Section 1.2   Construction.

Unless the context requires otherwise: (a) anypronoun used in this Agreement shall include the corresponding masculine,feminine or neuter forms, and the singular form of nouns, pronouns and verbsshall include the plural and vice versa; (b) references to Articles andSections refer to Articles and Sections of this Agreement; and (c) theterm “include” or “includes” means includes, without limitation, and “including”means including, without limitation.

**ARTICLE IIORGANIZATION**

Section 2.1   Formation.    TheMembers have previously formed the Company as a limited liability companypursuant to the provisions of the Delaware Act and hereby amend and restate theAmended and Restated Limited Liability Company Agreement in its entirety. Thisamendment and restatement shall become effective on the date of this Agreement.Except as expressly provided to the contrary in this Agreement, the rights, duties(including fiduciary duties), liabilities and obligations of the Members andthe administration, dissolution and termination of the Company shall begoverned by the Delaware Act. All Interests shall constitute personal propertyof the owner thereof for all purposes and a Member has no interest in specificCompany property.

Section 2.2   Name.    Thename of the Company shall be Linn Energy, LLC. The Company’s business may beconducted under any other name or names, as determined by the Board ofDirectors. The words “*Limited LiabilityCompany,*” “*LLC*,” orsimilar words or letters shall be included in the Company’s name wherenecessary for the purpose of complying with the laws of any jurisdiction thatso requires. The Board of Directors may change the name of the Company at anytime and from time to time and shall notify the Members of such change in thenext regular communication to the Members.

Section 2.3   Registered Office;Registered Agent; Principal Office; Other Offices.    Unlessand until changed by the Board of Directors, the registered office of theCompany in the State of Delaware shall be located at 1209 Orange Street,Wilmington, Delaware 19801, and the 

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registered agent for service of process on the Companyin the State of Delaware at such registered office shall be The CorporationTrust Company. The principal office of the Company shall be located at 650Washington Road, 8th Floor, Pittsburgh, Pennsylvania 15228 or such other placeas the Board of Directors may from time to time designate by notice to theMembers. The Company may maintain offices at such other place or places withinor outside the State of Delaware as the Board of Directors determines to benecessary or appropriate.

Section 2.4   Purposes and Business.    Thepurpose and nature of the business to be conducted by the Company shall be to(a) serve as a member or stockholder, as the case may be, of the OperatingCompanies and, in connection therewith, to exercise all the rights and powersconferred upon the Company as a member or stockholder, as the case may be, ofsuch entities, (b) engage directly in, or enter into or form anycorporation, partnership, joint venture, limited liability company or otherarrangement to engage indirectly in, any business activity that the Operating Companiesare permitted to engage in or that their subsidiaries are permitted to engagein by their organizational documents or agreements and, in connectiontherewith, to exercise all of the rights and powers conferred upon the Companypursuant to the agreements relating to such business activity, (c) engagedirectly in, or enter into or form any corporation, partnership, joint venture,limited liability company or other arrangement to engage indirectly in, anybusiness activity that is approved by the Board of Directors and that lawfullymay be conducted by a limited liability company organized pursuant to theDelaware Act and, in connection therewith, to exercise all of the rights andpowers conferred upon the Company pursuant to the agreements relating to suchbusiness activity; and (d) do anything necessary or appropriate to theforegoing, including the making of capital contributions or loans to a GroupMember; *provided*, *however*, that the Company shall notengage, directly or indirectly, in any business activity that the Board ofDirectors determines would cause the Company to be treated as an associationtaxable as a corporation or otherwise taxable as an entity for federal incometax purposes. The Board of Directors has no obligation or duty to the Companyor the Members to propose or approve, and may decline to propose or approve,the conduct by the Company of any business.

Section 2.5   Powers.    TheCompany shall be empowered to do any and all acts and things necessary andappropriate for the furtherance and accomplishment of the purposes and businessdescribed in Section 2.4 and for the protection and benefit of theCompany.

Section 2.6   Power of Attorney.    EachMember hereby constitutes and appoints each of the Chief Executive Officer, thePresident and the Secretary and, if a Liquidator shall have been selectedpursuant to Section 10.2, the Liquidator (and any successor to theLiquidator by merger, transfer, assignment, election or otherwise) and each oftheir authorized officers and attorneys-in-fact, as the case may be, with fullpower of substitution, as his true and lawful agent and attorney-in-fact, withfull power 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 andother instruments (including this Agreement and the Certificate of Formationand all amendments or restatements hereof or thereof) that the Chief ExecutiveOfficer, President or Secretary, or the Liquidator, determines to be necessaryor 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 otherinstruments that the Chief Executive Officer, President or Secretary, or theLiquidator, determines to be necessary or appropriate to reflect, in accordancewith its terms, any amendment, change, modification or restatement of thisAgreement;

###### (iii)          all certificates, documents and otherinstruments (including conveyances and a certificate of cancellation) that theBoard of Directors or the Liquidator determines to be necessary or appropriateto reflect the dissolution and liquidation of the Company pursuant to the termsof this Agreement;

###### (iv)          all certificates, documents and otherinstruments relating to the admission, withdrawal, removal or substitution ofany Member pursuant to, or other events described in, Articles IV or X;

###### (v)           all certificates, documents and otherinstruments relating to the determination of the rights, preferences andprivileges of any class or series of Company Securities issued pursuant toSection 5.5; and

###### (vi)          all certificates, documents and otherinstruments (including agreements and a certificate of merger) relating to amerger, consolidation or conversion of the Company pursuant toArticle 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.

Nothing contained in this Section 2.6 shall beconstrued as authorizing the Chief Executive Officer, President or Secretary,or the Liquidator, to amend this Agreement except in accordance withArticle XI or as may be otherwise expressly provided for in thisAgreement.

#### (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. Each such Memberhereby agrees to be bound by any representation made by the Chief ExecutiveOfficer, President or Secretary, or the Liquidator, acting in good faithpursuant to such power of attorney; and each such Member, to the maximum extentpermitted by law, hereby waives any and all defenses that may be available tocontest, negate or disaffirm the action of the Chief Executive Officer,President or Secretary, or the Liquidator, taken in good faith under such powerof attorney. Each Member shall execute and deliver to the Chief ExecutiveOfficer, President or Secretary, or the Liquidator, within 15 days afterreceipt of the request therefor, such further designation, powers of attorneyand other instruments as any of such Officers or the Liquidator, determines tobe necessary or appropriate to effectuate this Agreement and the purposes ofthe 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   Title to Company Assets.  Title to Company assets, whether real,personal or mixed and whether tangible or intangible, shall be deemed to beowned by the Company as an entity, and no Member, Director or Officer,individually or collectively, shall have any ownership interest in such Companyassets or any portion thereof. Title to any or all of the Company assets may beheld in the name of the Company or one or more nominees, as the Board ofDirectors may determine. The Company hereby declares and warrants that anyCompany assets for which record title is held in the name of one or more of itsAffiliates or one or more nominees shall be held by such Affiliates or nomineesfor the use and benefit of the Company in accordance with the provisions ofthis Agreement; *provided*, *however*, that the Board of Directors shalluse reasonable efforts to cause record title to such assets (other than thoseassets in respect of which the Board of Directors determines that the expenseand difficulty of conveyancing makes transfer of record title to the Companyimpracticable) to be vested in the Company as soon as reasonably practicable.All Company assets shall be recorded as the property of the Company in itsbooks and records, irrespective of the name in which record title to suchCompany assets is held*.*

**ARTICLE IIIRIGHTS OF MEMBERS**

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 removedas Members of the Company. Members shall not have any right to withdraw fromthe Company; provided, thatwhen a transferee of a Member’s Interest becomes a Record Holder of suchInterest, such transferring Member shall cease to be a Member with respect tothe Interest so transferred.

Section 3.2   Management of Business.    NoMember, in its capacity as such, shall participate in the operation ormanagement of the Company’s business, transact any business in the Company’sname or have the power to sign documents for or otherwise bind the Company byreason of being a Member.

Section 3.3   Outside Activities ofthe Members.    Any Member shall be entitled to and mayhave business interests and engage in business activities in addition to thoserelating to the Company, including business interests and activities in directcompetition with the Company Group. Neither the Company nor any of the otherMembers shall have any rights by virtue of this Agreement in any businessventures of any Member.

Section 3.4   Rights of 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 and full informationregarding the status of the business and financial condition of the Company;

###### (ii)           promptly after becoming available, toobtain a copy of the Company’s federal, state and local income tax returns foreach year;

###### (iii)          to have furnished to him a currentlist of the name and last known business, residence or mailing address of eachMember;

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###### (iv)          to have furnished to him a copy ofthis Agreement and the Certificate of Formation and all amendments thereto,together with copies of the executed copies of all powers of attorney pursuantto which this Agreement, the Certificate of Formation and all amendmentsthereto have been executed;

###### (v)           to obtain true and full informationregarding the amount of cash and a description and statement of the Net AgreedValue of any other Capital Contribution by each Member and that each Member hasagreed to contribute in the future, and the date on which each became a Member;and

###### (vi)          to obtain such other informationregarding the affairs of the Company as is just and reasonable and consistentwith 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 Securities Exchangeon which any Company Security is listed for trading, or by agreement with anythird party to keep confidential (other than agreements with Affiliates of theCompany the primary purpose of which is to circumvent the obligations set forthin this Section 3.4).

**ARTICLE IVCERTIFICATES; RECORD HOLDERS;TRANSFER OF INTERESTS; REDEMPTION OF INTERESTS**

Section 4.1   Certificates.    Uponthe Company’s issuance of Units to any Person, the Company may issue one ormore Certificates in the name of such Person evidencing the number of suchUnits being so issued. In addition, upon the request of any Person owning anyother Company Securities other than Units, the Company shall issue to suchPerson one or more Certificates evidencing such other Company Securities. Certificatesshall be executed on behalf of the Company by the Chairman of the Board,President or any Vice President and the Secretary or any Assistant Secretary.No Unit Certificate shall be valid for any purpose until it has beencountersigned by the Transfer Agent; *provided*,*however*, that if the Board ofDirectors elects to issue Units in global form, the Unit Certificates shall bevalid upon receipt of a certificate from the Transfer Agent certifying that theUnits have been duly registered in accordance with the directions of theCompany.  Any or all of the signaturesrequired on the Certificate may be by facsimile. If any Officer or TransferAgent who shall have signed or whose facsimile signature shall have been placedupon any such Certificate shall have ceased to be such Officer or TransferAgent before such Certificate is issued by the Company, such Certificate maynevertheless be issued by the Company with the same effect as if such Personwere such Officer or Transfer Agent at the date of issue. Certificates shall beconsecutively numbered and shall be entered on the books and records of theTransfer Agent as they are issued and shall exhibit the holder’s name andnumber of Units.

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Section 4.2   Mutilated, Destroyed,Lost or Stolen Certificates.    If any mutilatedCertificate is surrendered to the Transfer Agent, the appropriate Officers onbehalf of the Company shall execute, and the Transfer Agent shall countersignand deliver in exchange therefor, a new Certificate evidencing the same numberand type of Company Securities as the Certificate so surrendered.

### (a)   Theappropriate Officers on behalf of the Company shall execute and deliver, andthe Transfer Agent shall countersign a new Certificate in place of anyCertificate previously issued if the Record Holder of the Certificate:

##### (i)            makes proof by affidavit, in formand substance satisfactory to the Company, that a previously issued Certificatehas been lost, destroyed or stolen;

##### (ii)           requests the issuance of a newCertificate before the Company has notice that the Certificate has beenacquired by a purchaser for value in good faith and without notice of anadverse claim;

##### (iii)          if requested by the Company, deliversto the Company a bond, in form and substance satisfactory to the Company, withsurety or sureties and with fixed or open penalty as the Company may direct toindemnify the Company and the Transfer Agent against any claim that may be madeon account of the alleged loss, destruction or theft of the Certificate; and

##### (iv)          satisfies any other reasonablerequirements imposed by the Company.

If a Member fails to notify the Company within areasonable time after he has notice of the loss, destruction or theft of aCertificate, and a transfer of the Interests represented by the Certificate isregistered before the Company or the Transfer Agent receives such notification,the Member shall be precluded from making any claim against the Company or theTransfer Agent for such transfer or for a new Certificate.

### (b)   Asa condition to the issuance of any new Certificate under this Section 4.2,the Company may require the payment of a sum sufficient to cover any tax orother governmental charge that may be imposed in relation thereto and any otherexpenses (including the fees and expenses of the Transfer Agent) reasonablyconnected therewith.

Section 4.3   Record Holders.    TheCompany shall be entitled to recognize the Record Holder as the owner of anInterest and, accordingly, shall not be bound to recognize any equitable orother claim to or interest in such Interest on the part of any other Person,regardless of whether the Company shall have actual or other notice thereof,except as otherwise provided by law or any applicable rule, regulation,guideline or requirement of any National Securities Exchange on which suchInterests are listed for trading. Without limiting the foregoing, when a Person(such as a broker, dealer, bank, trust company or clearing corporation or anagent of any of the foregoing) is acting as nominee, agent or in some otherrepresentative capacity for another Person in acquiring and/or holdingInterests, as between the Company on the one hand, and such other Persons onthe other, such representative Person shall be the Record Holder of suchInterest.

** **

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Section 4.4   Transfer Generally.    Theterm “transfer,” when used in this Agreement with respect to an Interest, shallbe deemed to refer to a transaction by which the holder of an Interest assignssuch Interest to another Person who is or becomes a Member, and includes asale, assignment, gift, exchange or any other disposition by law or otherwise,including any transfer upon foreclosure of any pledge, encumbrance,hypothecation or mortgage. No Interest shall be transferred, in whole or inpart, except in accordance with the terms and conditions set forth in thisArticle IV. Any transfer or purported transfer of an Interest not made inaccordance with this Article IV shall be null and void.

Section 4.5   Registration andTransfer of Member Interests.

### (a)   TheCompany shall keep or cause to be kept on behalf of the Company a registerthat, subject to such reasonable regulations as it may prescribe and subject tothe provisions of Section 4.5(b), will provide for the registration andtransfer of Interests. The Transfer Agent is hereby appointed registrar andtransfer agent for the purpose of registering Units and transfers of such Unitsas herein provided. The Company shall not recognize transfers of Certificatesevidencing Interests unless such transfers are effected in the manner describedin this Section 4.5. Upon surrender of a Certificate for registration oftransfer of any Interests evidenced by a Certificate, and subject to theprovisions of Section 4.5(b), the appropriate Officers of the Companyshall execute and deliver, and in the case of Units, the Transfer Agent shallcountersign and deliver, in the name of the holder or the designated transfereeor transferees, as required pursuant to the Record Holder’s instructions, oneor more new Certificates evidencing the same aggregate number and type ofInterests as were evidenced by the Certificate so surrendered.

### (b)   Exceptas provided in Section 4.7, the Company shall not recognize any transferof Interests until the Certificates evidencing such Interests are surrenderedfor registration of transfer. No charge shall be imposed by the Company forsuch transfer; provided, thatas a condition 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)   Byacceptance of the transfer of any Interest in accordance with thisSection 4.5 and except as provided in Section 4.7, each transferee ofan Interest (including any nominee holder or an agent or representativeacquiring such Interests for the account of another Person) (i) shall beadmitted to the Company as a Member with respect to the Interests sotransferred to such Person when any such transfer or admission is reflected inthe books and records of the Company, with or without execution of thisAgreement, (ii) shall be deemed to agree to be bound by the terms of, andshall be deemed to have executed, this Agreement, (iii) shall become theRecord Holder of the Interests so transferred, (iv) represents that thetransferee has the capacity, power and authority to enter into this Agreement,(v) grants powers of attorney to the Officers of the Company and anyLiquidator of the Company and (vi) makes the consents and waiverscontained in this Agreement. The transfer of any Interests and the admission ofany new Member shall not constitute an amendment to this Agreement.

### (d)   Subjectto (i) the foregoing provisions of this Section 4.5,(ii) Section 4.3, (iii) Section 4.6, (iv) with respectto any series of Interests, the provisions of any statement of 

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designations establishing such series, (v) anycontractual provision binding on any Member and (vi) provisions ofapplicable law including the Securities Act, Interests shall be freelytransferable to any Person.

Section 4.6   Restrictions onTransfers.

### (a)   TheCompany may impose restrictions on the transfer of Interests if it receives anOpinion of Counsel providing that such restrictions are necessary to avoid asignificant risk of any Group Member becoming taxable as a corporation orotherwise becoming taxable as an entity for federal income tax purposes. TheBoard of Directors may impose such restrictions by amending this Agreement inaccordance with Article XI; provided, however, that any amendment thatwould result in the delisting or suspension of trading of any class ofInterests on the principal National Securities Exchange on which such class ofInterests is then traded must be approved, prior to such amendment beingeffected, by the holders of at least a majority of the Outstanding Interests ofsuch class. Notwithstanding Section 11.10, such approval may be obtainedthrough a written consent of such holders.

### (b)   Nothingcontained in this Article IV, or elsewhere in this Agreement, shallpreclude the settlement of any transactions involving Interests entered intothrough the facilities of any National Securities Exchange on which suchInterests are listed for trading.

Section 4.7   CitizenshipCertificates; Non-citizen Assignees.

### (a)   Ifany Group Member is or becomes subject to any federal, state or local law orregulation that the Board of Directors determines would create a substantialrisk of cancellation or forfeiture of any property in which the Group Memberhas an interest based on the nationality, citizenship or other related statusof a Member, the Board of Directors may request any Member to furnish to theCompany, within 30 days after receipt of such request, an executedCitizenship Certification or such other information concerning his nationality,citizenship or other related status (or, if the Member is a nominee holding forthe account of another Person, the nationality, citizenship or other relatedstatus of such Person) as the Company may request. If a Member fails to furnishto the Company, 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)   TheCompany shall, in exercising voting rights in respect of Interests held by theCompany on behalf of Non-citizen Assignees, distribute the votes in the sameratios or for the same candidates for election as Directors as the votes ofMembers in respect of Interests other than those of Non-citizen Assignees arecast, either for, against or abstaining as to the matter or election.

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### (c)   Upondissolution of the Company, a Non-citizen Assignee shall have no right toreceive a distribution in kind pursuant to Section 10.3, but shall beentitled to the cash equivalent thereof, and the Company shall provide cash inexchange for an assignment of the Non-citizen Assignee’s share of anydistribution in kind. Such payment and assignment shall be treated for Companypurposes as a purchase by the Company from the Non-citizen Assignee of his MemberInterest (representing his right to receive his share of such distribution inkind).

### (d)   Atany time after he can and does certify that he has become an Eligible Citizen,a Non-citizen Assignee may, upon application to the Board of Directors, requestthat, with respect to any Interests of such Non-citizen Assignee not redeemedpursuant to Section 4.8, such Non-citizen Assignee be admitted as aMember, and upon approval of the Board of Directors, such Non-citizen Assigneeshall be admitted as a Member and shall no longer constitute a Non-citizenAssignee and the Company shall cease to be deemed to be the Member in respectof such Interests.

Section 4.8   Redemption ofInterests of Non-citizen Assignees.

### (a)   Ifat any time a Member fails to furnish a Citizenship Certification or otherinformation requested within the 30-day period specified inSection 4.7(a), or, if upon receipt of such Citizenship Certification orother information the Board of Directors determines, with the advice ofcounsel, that a Member is not an Eligible Citizen, the Company may, unless theMember establishes to the satisfaction of the Board of Directors that suchMember is an Eligible Citizen or has transferred his Interests to a Person whois an Eligible Citizen and who furnishes a Citizenship Certification to theBoard of Directors prior to the date fixed for redemption as provided below,redeem the Interest of such Member as follows:

##### (i)            The Board of Directors shall, notlater 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.The notice shall specify the Redeemable Interests, the date fixed forredemption, the place of payment, that payment of the redemption price will bemade upon surrender of the Certificate evidencing the Redeemable Interests andthat on and after the date fixed for redemption no further allocations ordistributions to which the Member would otherwise be entitled in respect of theRedeemable Interests will accrue or be made.

##### (ii)           The aggregate redemption price forRedeemable Interests shall be an amount equal to the Current Market Price (thedate of determination of which shall be the date fixed for redemption) ofInterests of the class to be so redeemed multiplied by the number of Interestsof each such class included among the Redeemable Interests. The redemptionprice shall be paid, as determined by the Board of Directors, in cash or bydelivery of a promissory note of the Company in the principal amount of theredemption price, bearing interest at the Prime Rate annually and payable inthree equal annual installments of principal together with accrued interest,commencing one year after the redemption date.

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##### (iii)          Upon surrender by or on behalf of theMember, at the place specified in the notice of redemption, of the Certificateevidencing the Redeemable Interests, duly endorsed in blank or accompanied byan assignment duly executed in blank, the Member or his duly authorizedrepresentative shall be entitled to receive the payment therefor.

##### (iv)          After the redemption date, RedeemableInterests shall no longer constitute issued and Outstanding Member Interests.

### (b)   Theprovisions of this Section 4.8 shall also be applicable to Interests heldby a Member as nominee of a Person determined to be other than an EligibleCitizen.

### (c)   Nothingin this Section 4.8 shall prevent the recipient of a notice of redemptionfrom transferring 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 VCAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS**

Section5.1   Redemption or Exchange of the Pre-Initial OfferingInterests.    On the Closing Date all Pre-InitialOffering Interests in the Company shall be exchanged for Units as set forth on Exhibit B hereto.

Section 5.2   Contributions byInitial Members.

### (a)   Onthe Closing Date and pursuant to the Underwriting Agreement, each Underwritershall contribute to the Company cash in an amount equal to the Issue Price perInitial Unit, multiplied by the number of Units specified in the UnderwritingAgreement to be purchased by such Underwriter at the Closing Date. In exchangefor such Capital Contributions by the Underwriters, the Company shall issueUnits to each Underwriter on whose behalf such Capital Contribution is made inan amount equal to the quotient obtained by dividing (i) the cashcontribution to the Company by or on behalf of such Underwriter by(ii) the Issue Price per Initial Unit.

### (b)   Uponthe exercise of the Over-Allotment Option and pursuant to the UnderwritingAgreement, each Underwriter shall contribute to the Company cash in an amountequal to the Issue Price per Initial Unit, multiplied by the number of Unitsspecified in the Underwriting Agreement to be purchased by such Underwriter atthe Option Closing Date. In exchange for such Capital Contributions by theUnderwriters, the Company shall issue Units to each Underwriter on whose behalfsuch Capital Contribution is made in an amount equal to the quotient obtainedby dividing (i) the cash contributions to the Company by or on behalf ofsuch Underwriter by (ii) the Issue Price per Initial Unit. Upon receipt bythe Company of the Capital Contributions from the Underwriters as provided inthis Section 5.2(b), the Company shall use such cash to redeem fromQuantum, Clark Partners, Kings Highway Investment and Wauwinet 

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Energy Partners, on a pro rata basis, that number ofUnits held by them equal to the number of Units issued to the Underwriters asprovided in this Section 5.2(b).

### (c)   NoMember Interests will be issued or issuable as of or at the Closing Date otherthan (i) the 11,750,000 Units issuable pursuant to Section 5.2(a) tothe Underwriters, (ii) the “OptionUnits,” as such term is used in the Underwriting Agreement, in anaggregate number up to 1,762,500 Units issuable upon exercise of theOver-Allotment Option pursuant to Section 5.2(b), (iii) 343,364 unitsand Restricted units granted pursuant to employment agreements and (iv) the20,518,063 Units issuable to the holders of Pre-Initial Offering Interestspursuant to Section 5.1.

Section 5.3   Interest andWithdrawal.    No interest shall be paid by the Companyon Capital Contributions. No Member shall be entitled to the withdrawal or returnof its Capital Contribution, except to the extent, if any, that distributionsmade pursuant to this Agreement or upon termination of the Company may beconsidered as such by law and then only to the extent provided for in thisAgreement. Except to the extent expressly provided in this Agreement, no Membershall have priority over any other Member either as to the return of CapitalContributions or as to profits, losses or distributions.

Section 5.4   Capital Accounts.

### (a)   TheCompany shall maintain for each Member (or a beneficial owner of Interests heldby a nominee in any case in which the nominee has furnished the identity ofsuch owner to the Company in accordance with Section 6031(c) of the Codeor any other method acceptable to the Company) owning an Interest a separateCapital Account with respect to such Interest in accordance with the rules ofTreasury Regulation Section 1.704-1(b)(2)(iv). Such Capital Account shallbe increased by (i) the amount of all Capital Contributions made to theCompany with respect to such Interest pursuant to this Agreement and(ii) all items of Company income and gain (including, without limitation,Simulated Gain and 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)   Forpurposes of computing the amount of any item of income, gain, loss ordeduction, Simulated Depletion, Simulated Gain or Simulated Loss which is to beallocated pursuant to Article VI and is to be reflected in the Members’Capital Accounts, the determination, recognition and classification of any suchitem shall be the same as its determination, recognition and classification forfederal income tax purposes (including, without limitation, any method ofdepreciation, cost recovery or amortization used for that purpose), provided, that:

##### (i)            Solely for purposes of thisSection 5.4, the Company shall be treated as owning directly itsproportionate share (as determined by the Board of Directors based upon theprovisions of the applicable Group Member Agreement) of all property owned 

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##### by any otherGroup Member that is classified as a partnership for federal income taxpurposes.

##### (ii)           All fees and other expenses incurredby the Company to promote the sale of (or to sell) an Interest that can neitherbe deducted nor amortized under Section 709 of the Code, if any, shall,for purposes of Capital Account maintenance, be treated as an item of deductionat the time such fees and other expenses are incurred and shall be allocatedamong the Members pursuant to Section 6.1.

##### (iii)          Except as otherwise provided inTreasury Regulation Section 1.704-1(b)(2)(iv)(m), the computation of allitems of income, gain, loss, deduction, Simulated Depletion, Simulated Gain andSimulated Loss shall be made without regard to any election underSection 754 of the Code which may be made by the Company and, as to thoseitems 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 Gainor Simulated Loss attributable to the taxable disposition of any Companyproperty shall be determined as if the adjusted basis of such property as ofsuch date of disposition were equal in amount to the Company’s Carrying Valuewith respect to such property as of such date.

##### (v)           In accordance with the requirementsof Section 704(b) of the Code, any deductions for depreciation, cost recoveryamortization or Simulated Depletion attributable to any Contributed Propertyshall be determined as if the adjusted basis of such property on the date itwas acquired by the Company were equal to the Agreed Value of such property.Upon an adjustment pursuant to Section 5.4(c) to the Carrying Value of anyCompany property subject to depreciation, cost recovery or amortization, anyfurther deductions for such depreciation, cost recovery, amortization orSimulated Depletion attributable to such property shall be determined(A) as if the adjusted basis of such property were equal to the CarryingValue of such property immediately following such adjustment and (B) usinga rate of depreciation, cost recovery, amortization or Simulated Depletion derivedfrom the same method and useful life (or, if applicable, the remaining usefullife) as is applied for federal income tax purposes; provided, however, that, if the asset has a zero adjusted basis forfederal income tax purposes, depreciation, cost recovery, amortization orSimulated Depletion deductions shall be determined using any method that theBoard of Directors may adopt.

##### (vi)          If the Company’s adjusted basis in adepreciable or cost recovery property is reduced for federal income taxpurposes pursuant to Section 48(q)(1) or 48(q)(3) of the Code, the amountof 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 ofsuch basis pursuant to Section 48(q)(2) of the Code shall, to the extentpossible, be allocated in the same manner to the Members to whom such deemeddeduction was allocated.

### (c)   Atransferee of an Interest shall succeed to a pro rata portion of the CapitalAccount of the transferor relating to the Interest so transferred.

##### (i)            In accordance with TreasuryRegulation Section 1.704-1(b)(2)(iv)(f), on an issuance of additionalInterests for cash or Contributed Property and the issuance of Interests asconsideration for the provision of services, the Capital Account of all Membersand the Carrying Value of each Company property immediately prior to suchissuance 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 on an actual sale of each suchproperty immediately prior to such issuance and had been allocated to theMembers at such time pursuant to Section 6.1 in the same manner as anyitem of gain, loss, Simulated Gain or Simulated Loss actually recognized duringsuch period would have been allocated. In determining such Unrealized Gain orUnrealized Loss, the aggregate cash amount and fair market value of all Companyassets (including, without limitation, cash or cash equivalents) immediatelyprior to the issuance of additional Interests shall be determined by the Boardof 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 with TreasuryRegulation Section 1.704-1(b)(2)(iv)(f), immediately prior to any actualor 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 to Section 10.3or in the case of a deemed distribution, be determined and allocated in thesame manner as that provided in Section 5.4(c)(i) or (B) in thecase of a liquidating distribution pursuant to Section 10.3, be determinedand allocated by the Liquidator using such method of valuation as it may adopt.

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Section 5.5   Issuances ofAdditional Company Securities.

### (a)   Subjectto Section 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)   Eachadditional Company Security authorized to be issued by the Company pursuant toSection 5.5(a) may be issued in one or more classes, or one or more seriesof any such classes, with such designations, preferences, rights, powers andduties (which may be senior to existing classes and series of CompanySecurities), as shall be fixed by the Board of Directors, including(i) the right to share Company profits and losses or items thereof;(ii) the right to share in Company distributions; (iii) the rightsupon dissolution and liquidation of the Company; (iv) whether, and theterms and conditions upon which, the Company may redeem the Company Security;(v) whether such Company Security is issued with the privilege ofconversion or exchange and, if so, the terms and conditions of such conversionor exchange; (vi) the terms and conditions upon which each CompanySecurity will be issued, evidenced by certificates and assigned or transferred;(vii) the method for determining the Percentage Interest as to suchCompany Security; and (viii) the right, if any, of each such CompanySecurity to vote on Company matters, including matters relating to the relativerights, preferences and privileges of such Company Security.

### (c)   TheBoard of Directors shall take all actions that it determines to be necessary orappropriate in connection with (i) each issuance of Company Securities andoptions, rights, warrants and appreciation rights relating to CompanySecurities pursuant to this Section 5.5, (ii) the admission ofAdditional Members and (iii) all additional issuances of CompanySecurities. The Board of Directors shall determine the relative designations,preferences, rights, powers and duties of the holders of the Units or otherCompany Securities being so issued. The Board of Directors shall do all thingsnecessary to comply with the Delaware Act and is authorized and directed to doall things that it determines to be necessary or appropriate in connection withany future issuance of Company Securities pursuant to the terms of thisAgreement, including compliance with any statute, rule, regulation or guidelineof any federal, state or other governmental agency or any National SecuritiesExchange on which the Units or other Company Securities are listed for trading.

Section 5.6   Limitations on Issuanceof Additional Company Securities.    The issuance ofCompany Securities pursuant to Section 5.5 shall be subject to thefollowing restrictions and limitations: No fractional Units shall be issued bythe Company.

Section5.7   No PreemptiveRights.    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   Splits andCombinations.

### (a)   Subjectto Section 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)   Wheneversuch a distribution, subdivision or combination of Company Securities isdeclared, the Board of Directors shall select a Record Date as of which thedistribution, subdivision or combination shall be effective and shall sendnotice thereof at least 20 days prior to such Record Date to each RecordHolder as of a date not less than 10 days prior to the date of suchnotice. The Board of Directors also may cause a firm of independent publicaccountants selected by it to calculate the number of Company Securities to beheld by each Record Holder after giving effect to such distribution,subdivision or combination. The Board of Directors shall be entitled to rely onany certificate provided by such firm as conclusive evidence of the accuracy ofsuch calculation.

### (c)   Promptlyfollowing any such distribution, subdivision or combination, the Company mayissue Certificates to the Record Holders of Company Securities as of theapplicable Record Date representing the new number of Company Securities heldby such Record Holders, or the Board of Directors may adopt such other proceduresthat it determines to be necessary or appropriate to reflect such changes. Ifany such 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)   TheCompany shall not issue fractional Units upon any distribution, subdivision orcombination of Units. If a distribution, subdivision or combination of Unitswould result in the issuance of fractional Units but for the provisions ofSection 5.6 and this Section 5.8(d), each fractional Unit shall berounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the nexthigher Unit).

Section5.9   Fully Paid andNon-Assessable Nature of Interests.    AllMember Interests issued pursuant to, and in accordance with the requirementsof, this Article V shall be validly issued, fully paid and non-assessableInterests in the Company, except as such non-assessability may be affected bySections 18-607 or 18-804 of the Delaware Act and except to the extentotherwise provided in this Agreement.

**ARTICLE VIALLOCATIONS AND DISTRIBUTIONS**

Section6.1   Allocationsfor Capital Account Purposes.    For purposes ofmaintaining the Capital Accounts and in determining the rights of the Membersamong themselves, the Company’s items of income, gain, loss, deduction,Simulated Depletion, Simulated Gain and 

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

### (a)   Net Income.  After giving effect to the specialallocations set forth in Section 6.1(d), Net Income for each taxable yearand all items of income, gain, loss, deduction, Simulated Depletion, SimulatedGain and Simulated Loss taken into account in computing Net Income for suchtaxable year shall be allocated to the Unitholders in accordance with theirrespective Percentage Interests.

### (b)   Net Losses.  After giving effect to the specialallocations set forth in Section 6.1(d), Net Losses for each taxableperiod and all items of income, gain, loss, deduction, Simulated Depletion,Simulated Gain and Simulated Loss taken into account in computing Net Lossesfor such taxable period shall be allocated to the Unitholders in accordancewith their respective Percentage Interests; provided that Net Losses shall not be allocated pursuant to thisSection 6.1(b) to the extent that such allocation would cause anyUnitholder to have a deficit balance in its Adjusted Capital Account at the endof such taxable year (or increase any existing deficit balance in its AdjustedCapital 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 andafter all distributions of Available Cash provided under Section 6.4 havebeen made; 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 Termination Gain isrecognized (or deemed recognized pursuant to Section 5.4(c)), such NetTermination Gain shall be allocated among the Members in the following manner(and the Capital Accounts of the Members shall be increased by the amount soallocated in each of the following subclauses, in the order listed, before anallocation is made pursuant to the next succeeding subclause):

(A)  First, to each Member having a deficit balancein its Capital Account, in the proportion that such deficit balance bears tothe total deficit balances in the Capital Accounts of all Members, until eachsuch Member has been allocated Net Termination Gain equal to any such deficitbalance in its Capital Account; and

(B)   Second, 100% to all Unitholders in accordancewith their respective Percentage Interests.

##### (ii)           If a Net Termination Loss isrecognized (or deemed recognized pursuant to Section 5.4(c)), such NetTermination Loss shall be allocated among the Members in the following manner:

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(A)  First, to the Unitholders, Pro Rata, until theCapital Account in respect of each Unit then Outstanding has been reduced tozero; and

(B)   Second, the balance, if any, 100% to allUnitholders in accordance with their respective percentage Interests.

### (d)   Special Allocations.  Notwithstanding any other provision of thisSection 6.1, the following special allocations shall be made for suchtaxable 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)). This Section 6.1(d)(i) isintended to comply with the Company Minimum Gain chargeback requirement inTreasury Regulation Section 1.704-2(f) and shall be interpretedconsistently 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 left blank.

##### (iv)          Qualified Income Offset.  In the event any Member unexpectedly receivesany adjustments, allocations or distributions described in TreasuryRegulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or1.704-1(b)(2)(ii)(d)(6), items of Company income, gain and Simulated Gain shallbe specially allocated to such Member in an amount and manner sufficient toeliminate, to the extent required by the Treasury 

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##### Regulationspromulgated under Section 704(b) of the Code, the deficit balance, if any,in its Adjusted Capital Account created by such adjustments, allocations ordistributions as quickly as possible unless such deficit balance is otherwiseeliminated pursuant 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 this Section 6.1(d)(v) werenot in this Agreement.

##### (vi)          Nonrecourse Deductions.  Nonrecourse Deductions for any taxable periodshall be allocated to the Members in accordance with their respectivePercentage Interests. If the Board of Directors determines that the Company’sNonrecourse Deductions should be allocated in a different ratio to satisfy thesafe harbor requirements of the Treasury Regulations promulgated underSection 704(b) of the Code, the Board of Directors is authorized, uponnotice to the other Members, to revise the prescribed ratio to the numericallyclosest ratio that does satisfy such requirements.

##### (vii)         Member Nonrecourse Deductions.  Member Nonrecourse Deductions for any taxableperiod shall be allocated 100% to the Member that bears the Economic Risk ofLoss with respect to the Member Nonrecourse Debt to which such MemberNonrecourse Deductions are attributable 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),the Members agree that Nonrecourse Liabilities of the Company in excess of thesum of (A) the amount of Company Minimum Gain and (B) the totalamount of Nonrecourse 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 adjustedtax basis of any Company asset pursuant to Section 734(b) or 743(b) of theCode is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m),to be taken into account in determining Capital Accounts, the amount of suchadjustment to the Capital Accounts shall be treated as an item of gain orSimulated Gain (if the adjustment increases the basis of the asset) or loss orSimulated Loss (if the adjustment decreases such basis), and such item of gainor loss shall be specially allocated to the Members in a

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##### mannerconsistent with the manner in which their Capital Accounts are required to beadjusted pursuant to such Section of the Treasury Regulations.

##### (x)            Curative Allocation.

(A)  Notwithstanding any other provision of thisSection 6.1, other than the Required Allocations, the Required Allocationsshall be taken into account in making the Agreed Allocations so that, to theextent possible, the net amount of items of income, gain, loss, deduction,Simulated Depletion, Simulated Gain or Simulated Loss allocated to each Memberpursuant to the Required Allocations and the Agreed Allocations, together,shall be equal to the net amount of such items that would have been allocatedto each such Member under the Agreed Allocations had the Required Allocationsand the related Curative Allocation not otherwise been provided in thisSection 6.1. Notwithstanding the preceding sentence, Required Allocationsrelating to (1) Nonrecourse Deductions shall not be taken into accountexcept to the extent that there has been a decrease in Company Minimum Gain and(2) Member Nonrecourse Deductions shall not be taken into account exceptto the extent that there has been a decrease in Member Nonrecourse Debt MinimumGain. Allocations pursuant to this Section 6.1(d)(x)(A) shall only be madewith respect to Required Allocations to the extent the Board of Directorsreasonably determines that such allocations will otherwise be inconsistent withthe economic agreement among 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 of Directorsdetermines that such allocations are likely to be offset by subsequent RequiredAllocations.

(B)   The Board of Directors shall, with respect toeach taxable period, (1) apply the provisions of Section 6.1(d)(x)(A)in whatever order is most likely to minimize the economic distortions thatmight otherwise result from the Required Allocations, and (2) divide allallocations pursuant to Section 6.1(d)(x)(A) among the Members in a mannerthat is likely to minimize such economic distortions.

##### (xi)           Corrective Allocations.  In the event of any allocation of AdditionalBook Basis Derivative Items or any Book-Down Event or any recognition of a NetTermination Loss, the following rules shall apply:

(A)  In the case of any allocation of AdditionalBook Basis Derivative Items (other than an allocation of Unrealized Gain orUnrealized Loss under Section 5.4(c) hereof) to only certain Members (the “AllocatedMembers”), the Board of Directors shall allocate additional items of grossincome, gain and Simulated Gain away from the Allocated Members to the extentthat the Additional Book Basis Derivative Items allocated to the AllocatedMembers exceed their Share of Additional Book

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Basis Derivative Items and to the remaining Members(or shall allocate additional items of deduction, loss , Simulated Depletionand Simulated Loss away from the other Members and to the AllocatedMembers).  For this purpose, a Membershall be treated as having been allocated Additional Book Basis DerivativeItems to the extent that such Additional Book Basis Derivative Items havereduced the amount of income that otherwise have been allocated to the Memberunder this Amended and Restated Limited Liability Company Agreement.  Any allocation made pursuant to this Section6.1(d)(xi)(A) shall be made after all of the other Agreed Allocations have beenmade as if this Section 6.1(d)(xi) were not in this Amended and RestatedLimited Liability Company Agreement and, to the extent necessary, shall requirethe reallocation of items that have been allocated pursuant to such otherAgreed Allocations.

(B)   In the case of any negative adjustments tothe Capital Accounts of the Members resulting from a Book-Down Event or fromthe recognition of a Net Termination Loss, such negative adjustment(1) shall first be allocated, to the extent of the Aggregate Remaining NetPositive Adjustments, in such a manner, as determined by the Board ofDirectors, that to the extent possible the aggregate Capital Accounts of theMembers will equal the amount that would have been the Capital Account balanceof the Members if no prior Book-Up Events had occurred, and (2) anynegative adjustment in excess of the Aggregate Remaining Net PositiveAdjustments shall be allocated pursuant to Section 6.1(c) hereof.

(C)   In making the allocations required under thisSection 6.1(d)(xi), the Board of Directors may apply whatever conventionsor other methodology it determines will satisfy the purpose of thisSection 6.1(d)(xi).

Section6.2   Allocations for Tax Purposes.

### (a)   Exceptas otherwise provided herein, for federal income tax purposes, each item ofincome, gain, loss and deduction shall be allocated among the Members in thesame manner as its correlative item of “book” income, gain, loss or deductionis allocated pursuant to Section 6.1.

### (b)   Thededuction for depletion with respect to each separate oil and gas property (asdefined in Section 614 of the Code) shall be computed for federal income taxpurposes separately by the Members rather than by the Company in accordancewith Section 613A(c)(7)(D) of the Code. Except as provided in Section 6.2(c)(iii), for purposes of suchcomputation (before taking into account any adjustments resulting from anelection made by the Company under Section 754 of the Code), the adjusted taxbasis of each oil and gas property (as defined in Section 614 of the Code)shall be allocated among the Members in accordance with their respectivePercentage Interests.

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Each Member shall separately keep records of his shareof the adjusted tax basis in each oil and gas property, allocated as providedabove, adjust such share of the adjusted tax basis for any cost or percentagedepletion allowable with respect to such property, and use such adjusted taxbasis in the computation of its cost depletion or in the computation of hisgain or loss on the disposition of such property by the Company.

### (c)   Exceptas provided in Section 6.2(c)(iii), for the purposes of the separatecomputation of gain or loss by each Member on the sale or disposition of eachseparate oil and gas property (as defined in Section 614 of the Code), theCompany’s allocable share of the “amount realized” (as such term is defined inSection 1001(b) of the Code) from such sale or disposition shall be allocatedfor federal income tax purposes among the Members as follows:

##### (i)            first, to the extent such amountrealized constitutes a recovery of the Simulated Basis of the property, to theMembers in the same proportion as the depletable basis of such property wasallocated to the Members pursuant to Section 6.2(b) (without regard to anyspecial allocation of basis under Section 6.2(c)(iii));

##### (ii)           second, the remainder of such amountrealized, if any, to the Members so that, to the maximum extent possible, theamount realized allocated to each Member under this Section 6.2(c)(ii) willequal such Member’s share of the Simulated Gain recognized by the Company fromsuch sale or disposition.

##### (iii)          The Members recognize that withrespect 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 other decisionsrelating to such allocations shall be made by the Board of Directors in anymanner that reasonably reflects the purpose and intention of the Agreement.

### (d)   Inan attempt to eliminate Book-Tax Disparities attributable to a ContributedProperty or Adjusted Property, other than an oil and gas property pursuant toSection 6.2(c), items of income, gain, loss, depreciation, amortization andcost recovery deductions shall be allocated for federal income tax purposesamong the Members as follows:

##### (i)            (A) In the case of a ContributedProperty, such items attributable thereto shall be allocated among the Membersin the manner provided under Section 704(c) of the Code that takes intoaccount the variation between the Agreed Value of such property and itsadjusted basis at the time of contribution; and (B) any item of ResidualGain or Residual Loss attributable to a Contributed Property shall be allocatedamong the 

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##### Members in thesame manner as its correlative item of “book” gain or loss is allocatedpursuant to Section 6.1.

##### (ii)           (A) In the case of an AdjustedProperty, such items shall (1) first, be allocated among the Members in amanner consistent with the principles of Section 704(c) of the Code totake into account the Unrealized Gain or Unrealized Loss attributable to suchproperty and the allocations thereof pursuant to Section 5.4(c)(i) or5.4(c)(ii), and (2) second, in the event such property was originally a ContributedProperty, be allocated among the Members in a manner consistent withSection 6.2(d)(i)(A); and (B) any item of Residual Gain or ResidualLoss attributable to an Adjusted Property shall be allocated among the Membersin the same manner as its correlative item of “book” gain or loss is allocatedpursuant to Section 6.1.

##### (iii)          The Board of Directors shall apply theprinciples of Treasury Regulation Section 1.704-3(d) to eliminate Book-TaxDisparities.

### (e)   Forthe proper administration of the Company and for the preservation of uniformityof the Units (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) makespecial allocations for federal income tax purposes of income (including,without limitation, gross income) or deductions; and (iii) amend theprovisions of this Agreement as appropriate (x) to reflect the proposal orpromulgation of Treasury Regulations under Section 704(b) orSection 704(c) of the Code or (y) otherwise to preserve or achieveuniformity of the Units (or any class or classes thereof). The Board ofDirectors may adopt such conventions, make such allocations and make suchamendments to this Agreement as provided in this Section 6.2(c) only ifsuch conventions, allocations or amendments would not have a material adverseeffect on the Members, the holders of any class or classes of Units issued andOutstanding or the Company, and if such allocations are consistent with theprinciples of Section 704 of the Code.

### (f)    TheBoard of Directors may determine to depreciate or amortize the portion of anadjustment under Section 743(b) of the Code attributable to unrealizedappreciation in any Adjusted Property (to the extent of the unamortizedBook-Tax Disparity) using a predetermined rate derived from the depreciation oramortization method and useful life applied to the Company’s common basis ofsuch property, despite any inconsistency of such approach with TreasuryRegulation Section 1.167(c)-l(a)(6) or any successor regulations thereto.If the Board of Directors determines that such reporting position cannot betaken, the Board of Directors may adopt depreciation and amortization conventionsunder which all purchasers acquiring Units in the same month would receivedepreciation and amortization deductions, based upon the same applicable rateas if they had purchased a direct interest in the Company’s property. If theBoard of Directors chooses not to utilize such aggregate method, the Board ofDirectors may use any other depreciation and amortization conventions topreserve the uniformity of the intrinsic tax characteristics of any MemberInterests, so long as such conventions would not have a material adverse effecton the Members or the Record Holders of any class or classes of Units.

### (g)   Anygain allocated to the Members upon the sale or other taxable disposition of anyCompany asset shall, to the extent possible, after taking into account other required

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allocations of gain pursuant to this Section 6.2,be characterized as Recapture Income in the same proportions and to the sameextent as such Members (or their predecessors in interest) have been allocatedany deductions directly or indirectly giving rise to the treatment of suchgains as Recapture Income.

### (h)   Allitems of income, gain, loss, deduction and credit recognized by the Company forfederal income tax purposes and allocated to the Members in accordance with theprovisions hereof 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)    Eachitem of Company income, gain, loss and deduction shall, for federal income taxpurposes, be determined on an annual basis and prorated on a monthly basis andshall be allocated to the Members as of the opening of the New York StockExchange on the first Business Day of each month; provided, however,such items for the period beginning on the Closing Date and ending on the lastday of the month in which the Option Closing Date or the expiration of theOver-Allotment Option occurs shall be allocated to the Members as of theopening of the New York Stock Exchange on the first Business Day of the nextsucceeding month; and provided,further, that gain or loss on asale or other disposition of any assets of the Company or any otherextraordinary item of income or loss realized and recognized other than in theordinary course of business, as determined by the Board of Directors, shall beallocated to the Members as of the opening of the New York Stock Exchange onthe first Business Day of the month in which such gain or loss is recognizedfor federal income tax purposes. The Board of Directors may revise, alter orotherwise modify such methods of allocation to the extent permitted or requiredby Section 706 of the Code and the regulations or rulings promulgatedthereunder.

### (j)    Allocationsthat would 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.

Section6.3   Requirement of Distributions; Distributions to RecordHolders.

### (a)   Within45 days following the end of each Quarter commencing with the Quarterending on March 31, 2006, an amount equal to 100% of Available Cash withrespect to such Quarter shall, subject to Section 18-607 of the DelawareAct, be distributed in accordance with this Article VI by the Company tothe Members as of the Record Date selected by the Board of Directors. Alldistributions required to be made under this Agreement shall be made subject toSections 18-607 and 18-804 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 distributed solely in accordance with,and subject to the terms and conditions of, Section 10.3(a).

### (c)   TheBoard of Directors may treat taxes paid by the Company on behalf of, or amountswithheld with respect to, all or less than all of the Members, as adistribution of Available Cash to such Members.

### (d)   Eachdistribution in respect of an Interest shall be paid by the Company, directlyor through the Transfer Agent or through any other Person or agent, only to theRecord Holder of such Interest as of the Record Date set for such distribution.Such payment shall constitute full payment and satisfaction of the Company’sliability in respect of such payment, regardless of any claim of any Person whomay have an interest in such payment by reason of an assignment or otherwise.

Section6.4   Distributions of Available Cash.  Available Cash with respect to any Quarter,subject to Section 18-607 of the Delaware Act and except as otherwiserequired by Section 5.6(b) in respect of other Company Securities issuedpursuant thereto, shall be distributed 100% to all Unitholders in accordancewith their respective Percentage Interests.

**ARTICLE VIIMANAGEMENT AND OPERATION OF BUSINESS**

Section7.1   Board of Directors.

### (a)   Except as otherwise expressly provided in this Agreement, thebusiness and affairs of the Company shall be managed by or under the directionof a Board of Directors (the “Board ofDirectors”). As provided in Section 7.4, the Board of Directorsshall have the power and authority to appoint Officers of the Company. TheDirectors and Officers shall constitute “managers” within the meaning of theDelaware Act. No Member, by virtue of its status as such, shall have anymanagement power over the business and affairs of the Company or actual orapparent authority to enter into, execute or deliver contracts on behalf of, orto otherwise bind, the Company. Except as otherwise specifically provided inthis Agreement, the authority and functions of the Board of Directors, on theone hand, and of the Officers, on the other, shall be identical to theauthority and functions of the board of directors and officers, respectively,of a corporation organized under the DGCL. In addition to the powers that nowor hereafter can be granted to managers under the Delaware Act and to all otherpowers granted under any other provision of this Agreement subject toSection 7.3, the Board of Directors shall have full power and authority todo, and to direct the Officers to do, all things and on such terms as itdetermines to be necessary or appropriate to conduct the business of theCompany, to exercise all powers set forth in Section 2.5 and to effectuatethe purposes set forth in Section 2.4, including the following:

##### (i)            themaking of any expenditures, the lending or borrowing of money, the assumptionor guarantee of, or other contracting for, indebtedness and other liabilities,the issuance of evidences of indebtedness, including indebtedness that isconvertible into Company Securities, and the incurring of any otherobligations;

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##### (ii)           themaking of tax, regulatory and other filings, or rendering of periodic or otherreports to governmental or other agencies having jurisdiction over the businessor assets of the Company;

##### (iii)          theacquisition, disposition, mortgage, pledge, encumbrance, hypothecation orexchange of any or all of the assets of the Company or the merger or othercombination of the Company with or into another Person (the matters describedin this clause (iii) being subject, however, to any prior approval thatmay be required by Section 7.3);

##### (iv)          theuse of the assets of the Company (including cash on hand) for any purposeconsistent with the terms of this Agreement, including the financing of theconduct of the operations of the Company Group; subject to Section 7.6(a),the lending of funds to other Persons (including other Group Members); therepayment of obligations of the Company Group and the making of capitalcontributions to any member of the Company Group;

##### (v)           thenegotiation, execution and performance of any contracts, conveyances or otherinstruments (including instruments that limit the liability of the Companyunder contractual arrangements to all or particular assets of the Company);

##### (vi)          thedistribution of Company cash;

##### (vii)         theselection and dismissal of officers, employees, agents, outside attorneys,accountants, consultants and contractors and the determination of theircompensation and other terms of employment or hiring, the creation andoperation of employee benefit plans, employee programs and employee practices;

##### (viii)        themaintenance of insurance for the benefit of the Company Group and the Members;

##### (ix)           theformation of, or acquisition of an interest in, and the contribution ofproperty and the making of loans to, any limited or general partnerships, jointventures, corporations, limited liability companies or other relationships(including the acquisition of interests in, and the contributions of propertyto, any Group Member from time to time) subject to the restrictions set forthin Section 2.4;

##### (x)            thecontrol of any matters affecting the rights and obligations of the Company,including the bringing and defending of actions at law or in equity andotherwise engaging in the conduct of litigation, arbitration or remediation,and the incurring of legal expense and the settlement of claims and litigation;

##### (xi)           theindemnification of any Person against liabilities and contingencies to theextent permitted by law;

##### (xii)          theentering into of listing agreements with any National Securities Exchange andthe delisting of some or all of the Interests from, or requesting that trading 

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##### be suspended on, any such exchange (subject to any prior approval thatmay be required under Section 4.6);

##### (xiii)         unlessrestricted or prohibited by Section 5.7, the purchase, sale or otheracquisition or disposition of Company Securities, or the issuance of additionaloptions, rights, warrants and appreciation rights relating to CompanySecurities;

##### (xiv)        theundertaking of any action in connection with the Company’s participation in anyGroup Member; and

##### (xv)         the entering into of agreements withany of its Affiliates to render services to a Group Member.

### (b)   TheBoard of Directors shall consist of not fewer than three nor more than 11 naturalPersons. Each Director shall be elected as provided in Section 7.1(c) andshall serve in such capacity until his successor has been duly elected andqualified or until such Director dies, resigns or is removed. A Director mayresign at any time upon written notice to the Company. The Board of Directorsmay from time to time determine the number of Directors then constituting thewhole Board of Directors, but the Board of Directors shall not decrease thenumber of Persons that constitute the whole Board of Directors if such decreasewould shorten the term of any Director.

### (c)   Directorsshall be elected at each annual meeting of Members to serve for a term expiringat the next annual meeting of Members. The nomination of Persons to serve asDirectors and the election of the Board of Directors shall be in accordancewith Article XI hereof.

### (d)   Subjectto applicable law and the rights of the holders of any series of Interests,vacancies existing on the Board of Directors (including a vacancy created byvirtue of an increase in the size of the Board of Directors) may be filled onlyby the affirmative vote of a majority of the Directors then serving, even ifless than a quorum. Any Director chosen to fill a vacancy shall hold officeuntil the next annual meeting of Members and until his successor has been dulyelected and qualified or until such Director’s earlier resignation or removal.Subject to the rights of the holders of any series of Interests, any Director,and the entire Board of Directors, may be removed from office at any time bythe affirmative vote of Members holding a majority of the Percentage Interestof all Members entitled to vote; provided,however, that no Director maybe removed (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)   Directorsneed not be Members. The Board of Directors may, from time to time and by theadoption of resolutions, establish qualifications for Directors.

### (f)    Unlessotherwise required by the Delaware Act, other law or the provisions hereof,

##### (i)            each member of the Board ofDirectors shall have one vote;

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##### (ii)           the presence at a meeting of theBoard of Directors of a majority of the members of the Board of Directors shallconstitute a quorum at any such meeting for the transaction of business; and

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

### (g)   Regularmeetings of the Board of Directors and any committee thereof shall be held atsuch times and places as shall be designated from time to time by resolution ofthe Board of Directors or such committee. Notice of such regular meetings shallnot be required. 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)   TheBoard of Directors may, by resolution of a majority of the full Board ofDirectors, designate one or more committees, each committee to consist of oneor more of the Directors. The Board of Directors may designate one or moreDirectors as alternate members of any committee, who may replace any absent ordisqualified Director at any meeting of such committee. Any such committee, tothe extent provided in the resolution of the Board of Directors or in thisAgreement, shall have and may exercise all powers and authority of the Board ofDirectors in the management of the business and affairs of the Company; but nosuch committee shall have the power or authority in reference to the followingmatters: approving or adopting, or recommending to the Members, any action ormatter expressly required by this Agreement or the Delaware Act to be submittedto the Members for approval or adopting, amending or repealing any provision ofthis Agreement. Unless specified by resolution of the Board of Directors, anycommittee designated pursuant to this Section 7.1(h) shall choose its ownchairman, shall keep regular minutes of its proceedings and report the same tothe Board of Directors when requested, and, subject to Section 7.1(g),shall fix its own rules or procedures and shall meet at such times and at suchplace or places as may be provided by such rules. At every meeting of any suchcommittee, the presence of a majority of all the members thereof shallconstitute a quorum and the affirmative vote of a majority of the memberspresent at a meeting 

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of which a quorum is present shall be necessary forthe adoption by the committee of any resolution.

### (i)    TheBoard of Directors 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 theBoard of Directors. If the Board of Directors does not elect a Chairman or ifthe Chairman is absent from the meeting, the Chief Executive Offer, if presentand a 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)    Unlessotherwise restricted by law, the Board of Directors shall have the authority tofix the compensation of the Directors. The Directors may be paid theirexpenses, if any, of attendance at each meeting of the Board of Directors andmay be paid a fixed sum for attendance at each meeting of the Board ofDirectors or paid a stated salary or paid other compensation as Director. Nosuch payment shall preclude any Director from serving the Company in any othercapacity and receiving compensation therefor. Members of special or standingcommittees may also be paid their expenses, if any, of and allowed compensationfor attending committee meetings.

### (k)   Notwithstandingany other provision of this Agreement, any Group Member Agreement, the DelawareAct or any applicable law, rule or regulation, each of the Members and eachother Person who may acquire an interest in Company Securities hereby(i) approves, ratifies and confirms the execution, delivery andperformance by the parties thereto of this Agreement and the Group MemberAgreement of each other Group Member, the Underwriting Agreement and the otheragreements described in or filed as exhibits to the Registration Statement thatare related to the transactions contemplated by the Registration Statement;(ii) agrees that the Board of Directors (on its own or through any Officerof the Company) is authorized to execute, deliver and perform the agreementsreferred to in clause (i) of this sentence and the other agreements, acts,transactions and matters described in or contemplated by the Registration Statementon behalf of the Company without any further act, approval or vote of theMembers or the other Persons who may acquire an interest in Company Securities;and (iii) agrees that the execution, delivery or performance by theCompany, any Group Member or any Affiliate of any of them of this Agreement orany agreement authorized or permitted under this Agreement shall not constitutea breach 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.

Section7.2   Certificate ofFormation.    TheCertificate of Formation has been filed with the Secretary of State of theState of Delaware as required by the Delaware Act. The Board of Directors shalluse all reasonable efforts to cause to be filed such other certificates ordocuments that it determines to be necessary or appropriate for the formation,continuation, qualification and operation of a limited liability company in theState of Delaware or any other state in which the Company may elect to dobusiness or own property. To the extent that the Board of Directors determinessuch action to be necessary or appropriate, the Board of Directors shall directthe appropriate Officers of the Company to file amendments to and restatementsof 

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the Certificate of Formation and do all things tomaintain the Company as a limited liability company under the laws of the Stateof Delaware or of any other state in which the Company may elect to do businessor own property. Subject to the terms of Section 3.4(a), the Company shallnot be required, before or after filing, to deliver or mail a copy of theCertificate of Formation, any qualification document or any amendment theretoto any Member.

Section7.3   Restrictions on the Board of Directors’ Authority.

### (a)   Exceptas otherwise provided in this Agreement, the Board of Directors may not,without written approval of the specific act by holders of all of theOutstanding Member Interests or by other written instrument executed anddelivered by holders of all of the Outstanding Member Interests subsequent tothe date of this Agreement, take any action in contravention of this Agreement.

### (b)   Exceptas provided in Articles X and XII, the Board of Directors may not sell,exchange or otherwise dispose of all or substantially all of the assets of theCompany Group, taken as a whole, in a single transaction or a series of relatedtransactions (including by way of merger, consolidation or other combination)without the approval of holders of a Unit Majority; provided, however,that this provision shall not preclude or limit the Board of Directors’ abilityto mortgage, pledge, hypothecate or grant a security interest in all orsubstantially all of the assets of the Company Group and shall not apply to anyforced sale of any or all of the assets of the Company Group pursuant to theforeclosure of, or other realization upon, any such encumbrance.

## Section 7.4   Officers.

### (a)   TheBoard of Directors shall have the power and authority to appoint such officerswith such titles, authority and duties as determined by the Board of Directors.Such Persons so designated 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)   TheOfficers of the Company shall include a Chairman of the Board, a ChiefExecutive Officer, a President, and a Secretary, and may also include a ViceChairman, Chief Operating Officer, Treasurer, one or more Vice Presidents (whomay be further classified by such descriptions as “executive,” “senior,” “assistant”or otherwise, 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)   AnyOfficer may resign at any time upon written notice to the Company. Any Officer,agent or employee of the Company may be removed by the Board of Directors withor 

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without cause at any time. The Board of Directors maydelegate the power of removal as to Officers, agents and employees who have notbeen appointed by the Board of Directors. Such removal shall be withoutprejudice to a Person’s contract rights, if any, but the appointment of anyPerson as an Officer, agent or employee of the Company shall not of itselfcreate contract rights.

### (d)   ThePresident shall be the Chief Executive Officer of the Company unless the Boardof Directors designates the Chairman of the Board as Chief Executive Officer.Subject to the control of the Board of Directors and the executive committee(if any), the Chief Executive Officer shall have general executive charge,management and control of the properties, business and operations of theCompany with all such powers as may be reasonably incident to suchresponsibilities; he may employ and discharge employees and agents of theCompany except such as shall be appointed by the Board of Directors, and he maydelegate these powers; he may agree upon and execute all leases, contracts,evidences of indebtedness and other obligations in the name of the Company, andshall have such other powers and duties as designated in accordance with thisAgreement and as from time to time may be assigned to him by the Board ofDirectors.

### (e)   Ifelected, the Chairman of the Board shall preside at all meetings of the Membersand of the Board of Directors; and shall have such other powers and duties asdesignated in this Agreement and as from time to time may be assigned to him bythe Board of Directors.

### (f)    Unlessthe Board of Directors otherwise determines, the President shall have theauthority to agree upon and execute all leases, contracts, evidences ofindebtedness and other obligations in the name of the Company; and, unless theBoard of Directors otherwise determines, shall, in the absence of the Chairmanof the Board or if there be no Chairman of the Board, preside at all meetingsof the Members and (should he be a Director) of the Board of Directors; and heshall have such other powers and duties as designated in accordance with thisAgreement and as from time to time may be assigned to him by the Board ofDirectors.

### (g)   Inthe absence of the President, or in the event of his inability or refusal toact, a Vice President designated by the Board of Directors shall perform theduties of the President, and when so acting shall have all the powers of and besubject to all the restrictions upon the President. In the absence of adesignation by the Board of Directors of a Vice President to perform the dutiesof the President, or in the event of his absence or inability or refusal toact, the Vice President who is present and who is senior in terms ofuninterrupted time as a Vice President of the Company shall so act. The VicePresident shall perform such other duties and have such other powers as theBoard of Directors may from time to time prescribe. Unless otherwise providedby the Board of Directors, each Vice President will have authority to actwithin his or her respective areas and to sign contracts relating thereto.

### (h)   TheTreasurer shall have responsibility for the custody and control of all thefunds and securities of the Company and shall have such other powers and dutiesas designated in this Agreement and as from time to time may be assigned to theTreasurer by the Board of Directors. The Treasurer shall perform all actsincident to the position of Treasurer, subject to the control of the ChiefExecutive Officer and the Board of Directors. Each Assistant Treasurer shall 

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have the usual powers and duties pertaining to hisoffice, together with such other powers and duties as designated in thisAgreement and as from time to time may be assigned to him by the ChiefExecutive Officer or the Board of Directors. The Assistant Treasurers shallexercise the powers of the Treasurer during that Officer’s absence or inabilityor refusal to act. An Assistant Treasurer shall also perform such other dutiesas the Treasurer or the Board of Directors may assign to him.

### (i)    TheSecretary shall issue all authorized notices for, and shall keep minutes of,all meetings of the Members and the Board of Directors. The Secretary shallhave charge of the corporate books and shall perform such other duties as theBoard of Directors may from time to time prescribe. In the absence or inabilityto act of the Secretary, any Assistant Secretary may perform all the duties andexercise all the powers of the Secretary. The performance of any such dutyshall, in respect of any other Person dealing with the Company, be conclusiveevidence of his power to act. An Assistant Secretary shall also perform suchother duties as the Secretary or the Board of Directors may assign to him.

### (j)    TheBoard of Directors may from time to time delegate the powers or duties of anyOfficer to any other Officers or agents, notwithstanding any provision hereof.

### (k)   Unlessotherwise directed by the Board of Directors, the Chief Executive Officer, thePresident or any Officer of the Company authorized by the Chief ExecutiveOfficer shall have power to vote and otherwise act on behalf of the Company, inperson or by proxy, at any meeting of Members of or with respect to any actionof equity holders of any other entity in which the Company may hold securitiesand otherwise to exercise any and all rights and powers which the Company maypossess by reason of its ownership of securities in such other entities.

Section7.5   OutsideActivities.    (a) Itshall be deemed not to be a breach of any duty (including any fiduciary duty)or any other obligation of any type whatsoever of any Director for Affiliatesof such Director to engage in outside business interests and activities inpreference to or to the exclusion of the Company or in direct competition withthe Company; provided such Affiliate does not engage in such business oractivity as a result of or using confidential information provided by or onbehalf of the Company to such Director and (b) Directors shall have noobligation hereunder or as a result of any duty expressed or implied by law topresent business opportunities to the Company that may become available toAffiliates of such Director. None of any Group Member, any Member or any otherPerson shall have any rights by virtue of a Director’s duties as a Director,this Agreement or any Group Member Agreement in any business ventures of anyDirector.

Section7.6   Loans or Contributions from the Company or Group Members.

### (a)   TheCompany may lend or contribute to any Group Member, and any Group Member mayborrow from the Company, funds on terms and conditions determined by the Boardof Directors.

### (b)   Noborrowing by any Group Member or the approval thereof by the Board of Directorsshall be deemed to constitute a breach of any duty (including any fiduciaryduty), expressed or implied, of the Board of Directors to the Company or theMembers by reason of the 

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fact that the purpose or effect of such borrowing isdirectly or indirectly to enable distributions to the Members.

Section7.7   Indemnification.

### (a)   Tothe fullest extent permitted by law as it currently exists and to such greaterextent as applicable law hereafter may permit, but subject to the limitationsexpressly provided in this Agreement, the Company shall indemnify any Personwho was or is a party or is threatened to be made a party to, or otherwiserequires representation of counsel in connection with, any threatened, pendingor completed action, suit or proceeding, whether civil, criminal,administrative or investigative (other than an action by or in the right of theCompany) by reason of the fact that such Person is or was a Director or Officerof the Company, or, while serving as a Director or Officer of the Company, isor was serving 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)   Tothe fullest extent permitted by law, 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, by or in the right of the Company toprocure a judgment in its favor by reason of the fact that such Person was servingas an Indemnitee, or by reason of any action alleged to have been taken oromitted in such capacity, against losses, expenses (including attorneys’ fees),judgments, fines, damages, penalties, interest, liabilities and amounts paid insettlement actually and reasonably incurred by the Person in connection withsuch action, suit or proceeding if the Person acted in good faith and in amanner the Person reasonably believed to be in or not opposed to the bestinterests of the Company and except that no indemnification shall be made inrespect of any claim, issue or matter as to which such Person shall have beenadjudged to be liable to the Company unless and only to the extent that theDelaware Court of Chancery or the court in which such action or suit was broughtshall determine upon application that, despite the adjudication of liabilitybut in view of all the circumstances of the case, such Person is fairly andreasonably entitled to indemnity for such expenses which the Delaware Court ofChancery or such other court shall deem proper.

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### (c)   Tothe extent an Indemnitee has been successful on the merits or otherwise indefense of any action, 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)   Anyindemnification under Section 7.7(a) or Section 7.7(b) (unlessordered by a court) shall be made by the Company only as authorized in thespecific case upon a determination that indemnification of the Indemnitee isproper in the circumstances because the Person has met the applicable standardof conduct set forth in such section. Such determination shall be made, withrespect to a Person who is a Director or Officer at the time of suchdetermination, (i) by a majority vote of the Directors who are not partiesto such action, suit or proceeding, even though less than a quorum,(ii) by a committee of such Directors designated by majority vote of suchDirectors, even though less than a quorum, (iii) if there are no suchDirectors, or if such Directors so direct, by independent legal counsel in anOpinion of Counsel, or (iv) by the Members.

### (e)   Expenses(including attorneys’ fees) incurred by an Indemnitee in defending any action,suit or proceeding referred to in Section 7.7(a) or Section 7.7(b)shall be paid by the Company in advance of the final disposition of suchaction, suit or proceeding and in advance of any determination that suchIndemnitee is not entitled to be indemnified, upon receipt of an undertaking byor on behalf of such Indemnitee to repay such amount if it shall ultimately bedetermined by final judicial decision from which there is no further right toappeal (a “Final Adjudication”)that such Person is not entitled to be indemnified by the Company as authorizedin this Section 7.7.

### (f)    Theindemnification, advancement of expenses and other provisions of thisSection 7.7 shall be in addition to any other rights to which anIndemnitee may be entitled under any agreement, pursuant to any vote of theholders of Outstanding Interests, as a matter of law or otherwise, both as toactions in the Indemnitee’s capacity as an Indemnitee and as to actions in anyother capacity (including any capacity under the Underwriting Agreement), andshall continue as to an Indemnitee who has ceased to serve in such capacity andshall inure to the benefit of the heirs, successors, assigns and administratorsof the Indemnitee.

### (g)   TheCompany may purchase and maintain insurance, on behalf of its Directors andOfficers, and such other Persons as the Board of Directors shall determine,against any liability that may be asserted against or expense that may be incurredby such Person in connection with the Company’s activities or such Person’sactivities on behalf of the Company, regardless of whether the Company wouldhave the power to indemnify such Person against such liability under theprovisions of this Agreement.

### (h)   Forpurposes of the definition of Indemnitee in Section 7.7(a), the Companyshall be deemed to have requested a Person to serve as fiduciary of an employeebenefit plan whenever the performance by such Person of his duties to theCompany also imposes duties on, or otherwise involves services by, such Personto the plan or participants or beneficiaries of the plan; excise taxes assessedon an Indemnitee with respect to an employee benefit plan pursuant toapplicable law shall constitute “fines” within the meaning ofSection 7.7(a); and action taken 

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or omitted by such Person with respect to any employeebenefit plan in the performance of such Person’s duties for a purposereasonably believed by him to be in the interest of the participants and beneficiariesof the plan shall be deemed to be for a purpose that is in, or not opposed to,the best interests of the Company.

### (i)    Anyindemnification pursuant to this Section 7.7 shall be made only out of theassets of the Company, it being agreed that the Members shall not be personallyliable for such indemnification and shall have no obligation to contribute orloan any monies or property to the Company to enable it to effectuate suchindemnification.

### (j)    AnIndemnitee shall not be denied indemnification in whole or in part under thisSection 7.7 because the Indemnitee had an interest in the transaction withrespect to which the indemnification applies if the transaction was otherwisepermitted by the terms of this Agreement.

### (k)   Ifa claim under Section 7.7 of this Agreement is not paid in full by theCompany within 60 days after a written claim has been received by theCompany, except in the case of a claim for an advancement of expenses, in whichcase the applicable period shall be 20 days, the Indemnitee may at anytime thereafter bring suit against the Company to recover the unpaid amount ofthe claim. If successful in whole or in part in any such suit, or in a suitbrought by the Company to recover an advancement of expenses pursuant to theterms of an undertaking, the Indemnitee shall be entitled to be paid also thereasonable expenses of prosecuting or defending such suit. In (i) any suitbrought by the Indemnitee to enforce a right to indemnification hereunder (butnot in a suit 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)    TheCompany may indemnify any Person who was or is a party or is threatened to bemade a party to any threatened, pending or completed action, suit orproceeding, whether civil, criminal, administrative or investigative (whetheror not an action by or in the right of the Company) by reason of the fact thatthe Person is or was an employee (other than an Officer) or agent of theCompany, or, while serving as an employee (other than an Officer) or 

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agent of the Company is or was serving at the requestof the Company as a director, officer, employee, partner, fiduciary, trustee oragent of another Group Member or another Person to the extent(i) permitted by the laws of the State of Delaware as from time to time ineffect, and (ii) authorized by the Board of Directors. The Company may, tothe extent permitted by Delaware law and authorized by the Board of Directors,pay expenses (including attorneys’ fees) reasonably incurred by any suchemployee or agent in defending any civil, criminal, administrative orinvestigative action, suit or proceeding in advance of the final disposition ofsuch action, suit or proceeding, upon such terms and conditions as the Board ofDirectors determine. The provisions of this Section 7.7(l) shall notconstitute a contract right for any such employee or agent.

### (m)  Theindemnification, advancement of expenses and other provisions of thisSection 7.7 are for the benefit of the Indemnitees, their heirs,successors, assigns and administrators and shall not be deemed to create anyrights for the benefit of any other Persons.

### (n)   Exceptto the extent otherwise provided in Section 7.7(l), the right to beindemnified and to receive advancement of expenses in this Section 7.7shall be a contract right. No amendment, modification or repeal of thisSection 7.7 or any provision hereof shall in any manner terminate, reduceor impair the right of any past, present or future Indemnitee to be indemnifiedby the Company, nor the obligations of the Company to indemnify any suchIndemnitee under and in accordance with the provisions of this Section 7.7as in effect immediately prior to such amendment, modification or repeal withrespect to claims arising from or relating to matters occurring, in whole or inpart, prior to such amendment, modification or repeal, regardless of when suchclaims may arise or be asserted.

### (o)   TheBoard of Directors, acting alone and without the approval of any Member, in theevent of any amendment to Section 145 of the DGCL or the amendment oraddition of any other provision of the DGCL relating to indemnification byDelaware corporations of Persons of the type referenced in thisSection 7.7, may amend this Agreement to, entirely or in part, reflectsuch amendment or addition in the indemnification provisions of this Agreement.

Section7.8   Exculpation of Liability of Indemnitees.

### (a)   Notwithstandinganything to the contrary set forth in this Agreement, no Director shall beliable to the Company or the Members for monetary damages for breach offiduciary duty as a Director, except

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

##### (ii)           for acts or omissions not in goodfaith or which involve intentional misconduct or a knowing violation of law; or

##### (iii)          for any transaction from which theDirector derived an improper personal benefit.

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If the DGCL is amended after the date of thisAgreement to authorize Delaware corporations to further eliminate or limit thepersonal liability of directors of Delaware corporations beyond that permittedunder Section 102(b)(7) of the DGCL, then the liability of a Director tothe Company or the Members, in addition to the personal liability limitationprovided herein, shall be further limited to the fullest extent permitted underthe DGCL as so amended.

### (b)   Subjectto its obligations 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)   Tothe extent that, at law or in equity, an Indemnitee has duties (includingfiduciary duties) and liabilities relating thereto to the Company or to theMembers, the Directors and any other Indemnitee acting in connection with theCompany’s business or affairs shall not be liable to the Company or to anyMember for its good faith reliance on the provisions of this Agreement. Theprovisions of this Agreement, to the extent that they restrict or eliminate orotherwise modify the duties (including fiduciary duties) and liabilities of anIndemnitee otherwise existing at law or in equity, are agreed by the Members toreplace such other duties and liabilities of such Indemnitee.

### (d)   Anyamendment, modification or repeal of this Section 7.8 or any provisionhereof shall be prospective only and shall not in any way affect thelimitations on the liability of any Indemnitee under this Section 7.8 asin effect immediately prior to such amendment, modification or repeal withrespect to claims arising from or relating to matters occurring, in whole or inpart, prior to such amendment, modification or repeal, regardless of when suchclaims may arise or be asserted.

Section7.9   Resolution of Conflicts of Interest; Standards ofConduct and Modification of Duties.

### (a)   Unlessotherwise expressly provided in this Agreement or any Group Member Agreement,whenever a potential conflict of interest exists or arises between one or moreDirectors or their respective Affiliates, on the one hand, and the Company orany Group Member, on the other, any resolution or course of action by the Boardof Directors 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. If Special Approval is notsought and the Board of Directors determines that the resolution or course ofaction taken with respect to a conflict of interest is on terms no lessfavorable to the Company than those generally being provided to or availablefrom unrelated third parties or that the resolution or course of action takenwith respect to a conflict of interest is fair and reasonable to the Company,then such resolution or course of action shall be permitted and deemed approvedby all the Members, and shall not constitute a breach of this Agreement, of anyGroup Member Agreement, of any agreement contemplated herein or therein, or ofany duty stated or implied by law or equity, including any fiduciary duty. Inconnection with any such approval by the Board of Directors, it shall bepresumed that, in making its decision, the Board of Directors acted in goodfaith, and in any proceeding brought by any Member or by or on behalf of suchMember or any other Member or the Company challenging such approval, the Personbringing or prosecuting such proceeding shall have the burden of overcomingsuch presumption. Notwithstanding anything to the contrary in this Agreement,the existence of the conflicts of interest described in the RegistrationStatement are hereby approved by all Members.

### (b)   TheMembers hereby authorize the Board of Directors, on behalf of the Company as apartner or member of a Group Member, to approve of actions by the Board ofDirectors or managing member of such Group Member similar to those actionspermitted to be taken by the Board of Directors pursuant to thisSection 7.9.

Section7.10   Duties of Officers and Directors.

### (a)   Exceptas otherwise expressly provided in Section 7.5, 7.6, 7.7, 7.8 and 7.9 orelsewhere in this Agreement, the duties and obligations owed to the Company andto the Members by the Officers and Directors, shall be the same as therespective duties and obligations owed to a corporation organized under DGCL byits officers and directors, respectively.

### (b)   ADirector shall, in the performance of his duties, be fully protected in relyingin good faith upon the records of the Company and on such information,opinions, reports or statements presented to the Company by any of the Company’sOfficers or employees, or committees of the Board of Directors, or by any otherPerson as to matters the Director reasonably believes are within such otherPerson’s professional or expert competence and who has been selected withreasonable care by or on behalf of the Company.

### (c)   TheBoard of Directors shall have the right, in respect of any of its powers orobligations hereunder, to act through a duly appointed attorney orattorneys-in-fact or the duly authorized Officers of the Company.

Section7.11   Purchase orSale of Company Securities.    TheBoard of Directors may cause the Company to purchase or otherwise acquireCompany Securities.

Section7.12   Reliance by Third Parties.

Notwithstanding anything to the contrary in thisAgreement, any Person dealing with the Company shall be entitled to assume thatthe Board of Directors and any Officer authorized by the Board of Directors toact on behalf of and in the name of the Company 

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has full power and authority to encumber, sell orotherwise use in any manner any and all assets of the Company and to enter intoany authorized contracts on behalf of the Company, and such Person shall beentitled to deal with the Board of Directors or any Officer as if it were theCompany’s sole party in interest, both legally and beneficially. Each Memberhereby waives any and all defenses or other remedies that may be availableagainst such Person to contest, negate or disaffirm any action of the Board ofDirectors or any Officer in connection with any such dealing. In no event shallany Person dealing with the Board of Directors or any Officer or itsrepresentatives be obligated to ascertain that the terms of this Agreement havebeen complied with or to inquire into the necessity or expedience of any act oraction of the Board of Directors or any Officer or its representatives. Each andevery certificate, document or other instrument executed on behalf of theCompany by the Board of Directors or any Officer or its representatives shallbe conclusive evidence in favor of any and every Person relying thereon orclaiming thereunder that (a) at the time of the execution and delivery ofsuch certificate, document or instrument, this Agreement was in full force andeffect, (b) the Person executing and delivering such certificate, documentor instrument was duly authorized and empowered to do so for and on behalf ofthe Company and (c) such certificate, document or instrument was dulyexecuted and delivered in accordance with the terms and provisions of thisAgreement and is binding upon the Company.

**ARTICLE VIIIBOOKS, RECORDS, ACCOUNTING AND REPORTS**

Section8.1   Records andAccounting.    TheBoard of Directors shall keep or cause to be kept at the principal office ofthe Company appropriate books and records with respect to the Company’sbusiness, including all books and records necessary to provide to the Membersany information required to be provided pursuant to this Agreement. Any booksand records maintained by or on behalf of the Company in the regular course ofits business, including the record of the Record Holders of Units or otherCompany Securities, books of account and records of Company proceedings, may bekept on, or be in the form of, computer disks, hard drives, punch cards,magnetic tape, photographs, micrographics or any other information storagedevice; provided, that the books and records so maintained are convertible intoclearly legible written form within a reasonable period of time. The books ofthe Company shall be maintained, for financial reporting purposes, on anaccrual basis in accordance with U.S. GAAP.

Section8.2   Fiscal Year.    The fiscalyear of the Company shall be a fiscal year ending December 31.

Section8.3   Reports.

### (a)   Assoon as practicable, but in no event later than 120 days after the closeof each fiscal year of the Company, the Board of Directors shall cause to bemailed or made available to each Record Holder of a Unit as of a date selectedby the Board of Directors, an annual report containing financial statements ofthe Company for such fiscal year of the Company, presented in accordance with U.S.GAAP, including a balance sheet and statements of operations, equity and cashflows, such statements to be audited by a registered public accounting firmselected by the Board of Directors.

### (b)   Assoon as practicable, but in no event later than 90 days after the close ofeach Quarter except the last Quarter of each fiscal year, the Board ofDirectors shall cause to be 

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mailed or made available to each Record Holder of aUnit, as of a date selected by the Board of Directors, a report containingunaudited financial statements of the Company and such other information as maybe required by applicable law, regulation or rule of any National SecuritiesExchange on which the Units are listed for trading, or as the Board ofDirectors determines to be necessary or appropriate.

**ARTICLE IXTAX MATTERS**

Section9.1   Tax Returnsand Information.  TheCompany shall timely file all returns of the Company that are required forfederal, state and local income tax purposes on the basis of the accrual methodand a taxable year ending on December 31. The tax information reasonablyrequired by Record Holders for federal and state income tax reporting purposeswith respect to a taxable year shall be furnished to them within 90 daysof the close of the calendar year in which the Company’s taxable year ends. Theclassification, realization and recognition of income, gain, losses anddeductions and other items shall be on the accrual method of accounting forfederal income tax purposes.

Section9.2   Tax Elections.

### (a)   TheCompany shall make the election under Section 754 of the Code inaccordance with applicable regulations thereunder, subject to the reservationof the right to seek to revoke any such election upon the Board of Directors’determination that such revocation is in the best interests of the Members.Notwithstanding any other provision herein contained, for the purposes ofcomputing the adjustments under Section 743(b) of the Code, the Board ofDirectors shall be authorized (but not required) to adopt a convention wherebythe price paid by a transferee of a Member Interest will be deemed to be thelowest quoted closing price of the Member Interests on any National SecuritiesExchange on which such Member Interests are traded during the calendar month inwhich such transfer is deemed to occur pursuant to Section 6.2(i) withoutregard to the actual price paid by such transferee.

### (b)   TheCompany shall elect to deduct expenses incurred in organizing the Companyratably over a sixty-month period as provided in Section 709 of the Code.

### (c)   Exceptas otherwise provided herein, the Board of Directors shall determine whetherthe Company should make any other elections permitted by the Code.

Section9.3   TaxControversies.  Subjectto the provisions hereof, the Board of Directors shall designate one Officerwho is a Member as the Tax Matters Partner (as defined in the Code). The TaxMatters Partner is authorized and required to represent the Company (at theCompany’s expense) in connection with all examinations of the Company’s affairsby tax authorities, including resulting administrative and judicialproceedings, and to expend Company funds for professional services and costsassociated therewith. Each Member agrees to cooperate with the Tax MattersPartner and to do or refrain from doing any or all things reasonably requiredby the Tax Matters Partner to conduct such proceedings.

Section9.4   Withholding.  Notwithstanding anyother provision of this Agreement, the Board of Directors is authorized to takeany action that may be required to cause the Company 

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and other Group Members to comply with any withholdingrequirements established under the Code or any other federal, state or locallaw including, without limitation, pursuant to Sections 1441, 1442, 1445 and1446 of the Code. To the extent that the Company is required or elects towithhold and pay over to any taxing authority any amount resulting from theallocation or distribution of income to any Member (including, withoutlimitation, by reason of Section 1446 of the Code), the Board of Directorsmay treat the amount withheld as a distribution of cash pursuant toSection 6.3 in the amount of such withholding from such Member.

**ARTICLE XDISSOLUTION AND LIQUIDATION**

Section10.1   Dissolution.  The Company shall not bedissolved by the admission of Substituted Members or Additional Members.  The Company shall dissolve, and its affairsshall be wound up, upon:

### (a)   anelection to dissolve the Company by the Board of Directors that is approved bythe holders of a Unit Majority;

### (b)   thesale, exchange or other disposition of all or substantially all of the assetsand properties of the Company and the Company’s Subsidiaries; or

### (c)   theentry of a decree of judicial dissolution of the Company pursuant to theprovisions of the Delaware Act.

Section10.2   Liquidator.  Upon dissolution of theCompany, the Board of Directors shall select one or more Persons to act asLiquidator.  The Liquidator (if otherthan the Board of Directors) shall be entitled to receive such compensation forits services as may be approved by holders of a Unit Majority.  The Liquidator (if other than the Board ofDirectors) shall agree not to resign at any time without 15 days’ priornotice and may be removed at any time, with or without cause, by notice ofremoval approved by holders of a Unit Majority. Upon dissolution, removal or resignation of the Liquidator, a successorand substitute Liquidator (who shall have and succeed to all rights, powers andduties of the original Liquidator) shall within 30 days thereafter beapproved by holders of a Unit Majority. The right to approve a successor orsubstitute Liquidator in the manner provided herein shall be deemed to referalso to any such successor or substitute Liquidator approved in the mannerherein provided. Except as expressly provided in this Article X, theLiquidator approved in the manner provided herein shall have and may exercise,without further authorization or consent of any of the parties hereto, all ofthe powers conferred upon the Board of Directors under the terms of thisAgreement (but subject to all of the applicable limitations, contractual andotherwise, upon the exercise of such powers, other than the limitation on saleset forth in Section 7.3(b)) necessary or appropriate to carry out theduties and functions of the Liquidator hereunder for and during the period oftime required to complete the winding up and liquidation of the Company asprovided for herein.

Section10.3   Liquidation.  The Liquidator shallproceed to dispose of the assets of the Company, discharge its liabilities, andotherwise wind up its affairs in such manner and over such period as determinedby the Liquidator, subject to Section 18-804 of the Delaware Act and thefollowing:

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### (a)   Theassets may be disposed of by public or private sale or by distribution in kindto one or more Members on such terms as the Liquidator and such Member orMembers may agree. If any property is distributed in kind, the Member receivingthe property shall be deemed for purposes of Section 10.3(c) to havereceived cash equal to its fair market value; and contemporaneously therewith,appropriate cash distributions must be made to the other Members. TheLiquidator may defer liquidation or distribution of the Company’s assets for areasonable time if it determines that an immediate sale or distribution of allor some of the Company’s assets would be impractical or would cause undue lossto the Members. The Liquidator may distribute the Company’s assets, in whole orin part, in kind if it determines that a sale would be impractical or wouldcause undue loss to the Members.

### (b)   Liabilitiesof the Company include amounts owed to the Liquidator as compensation forserving in such capacity (subject to the terms of Section 10.2) andamounts to Members 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)   Allproperty and all cash in excess of that required to discharge liabilities asprovided in Section 10.3(b) shall be distributed to the Members inaccordance with, and to the extent of, the positive balances in theirrespective Capital Accounts, as determined after taking into account allCapital Account adjustments (other than those made by reason of distributionspursuant to this Section 10.3(c)) for the taxable year of the Companyduring which the liquidation of the Company occurs (with such date ofoccurrence being determined pursuant to Treasury RegulationSection 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by theend of such taxable year (or, if later, within 90 days after said date ofsuch occurrence).

Section10.4   Cancellationof Certificate of Formation.    Uponthe completion of the distribution of Company cash and property as provided inSection 10.3 in connection with the liquidation of the Company, theCompany shall be terminated and the Certificate of Formation and allqualifications of the Company as a foreign limited liability company injurisdictions other than the State of Delaware shall be canceled and such otheractions as may be necessary to terminate the Company shall be taken.

Section10.5   Return ofContributions.    Noneof any member of the Board of Directors or any Officer of the Company will bepersonally liable for, or have any obligation to contribute or loan any moniesor property to the Company to enable it to effectuate, the return of theCapital Contributions of the Members or Unitholders, or any portion thereof, itbeing expressly understood that any such return shall be made solely fromCompany assets.

Section10.6   Waiver ofPartition.    Tothe maximum extent permitted by law, each Member hereby waives any right topartition of the Company property.

Section10.7   CapitalAccount Restoration.    NoMember shall have any obligation to restore any negative balance in its CapitalAccount upon liquidation of the Company.

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**ARTICLE XIAMENDMENT OF AGREEMENT; MEETINGS OF MEMBERS; RECORD DATE**

Section11.1   Amendment of Limited Liability Company Agreement.

### (a)   General Amendments.  Except as provided in Section 11.1(b)and Section 11.1(c), the Board of Directors may amend any of the terms ofthis Agreement but only in compliance with the terms, conditions and proceduresset forth in this Section 11.1(a). If the Board of Directors desires to amend any provision of thisAgreement other than pursuant to Section 11.1(c), then it shall firstadopt a resolution setting forth the amendment proposed, declaring itsadvisability, and either calling a special meeting of the Members entitled tovote in respect thereof for the consideration of such amendment or directingthat the amendment proposed be considered at the next annual meeting of the Members.Amendments to this Agreement may be proposed only by or with the consent of theBoard of Directors. Such special or annual meeting shall be called and heldupon notice in 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-MajorityAmendments.  NotwithstandingSection 11.1(a) but subject to Section 11.1(c), the affirmative voteof the holders of at least 75% of all Outstanding Units, voting together as asingle class, shall be required to alter, amend, adopt any provisioninconsistent with or repeal subsection (d) of Section 7.1, thissubsection (b) of Section 11.1, Section 11.2, subsection (d) ofSection 11.3, subsections (b) or (c) of Section 11.8,Section 11.10 or Section 11.13.

### (c)   Amendments to be AdoptedSolely by the Board of Directors. Notwithstanding Section 11.1(a) and Section 11.1(b), the Boardof Directors, without the approval of any Member, may amend any provision ofthis Agreement, and execute, swear to, acknowledge, deliver, file and recordwhatever documents may be required in connection therewith, to reflect:

##### (i)            achange in the name of the Company, the location of the principal place ofbusiness of the Company, the registered agent of the Company or the registeredoffice of the Company;

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

##### (iii)          achange that the Board of Directors determines to be necessary or appropriate toqualify or continue the qualification of the Company as a limited liabilitycompany under the laws of any state or to ensure that the Group Members willnot be treated as associations taxable as corporations or otherwise taxed asentities for federal income tax purposes;

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##### (iv)          achange that the Board of Directors determines (A) does not adverselyaffect the Members (including any particular class of Interests as compared toother classes of Interests) in any material respect, (B) to be necessaryor appropriate to (1) satisfy any requirements, conditions or guidelinescontained in any opinion, directive, order, ruling or regulation of any federalor state agency or judicial authority or contained in any federal or statestatute (including the Delaware Act) or (2) facilitate the trading of theUnits (including the division of any class or classes of Outstanding Units intodifferent classes to facilitate uniformity of tax consequences within suchclasses of Units) or comply with any rule, regulation, guideline or requirementof any National Securities Exchange on which the Units are or will be listedfor trading, compliance with any of which the Board of Directors deems to be inthe best interests 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)           achange in the fiscal year or taxable year of the Company and any other changesthat the Board of Directors determines to be necessary or appropriate as aresult of a change in the fiscal year or taxable year of the Company including,if the Board of Directors shall so determine, a change in the definition of “Quarter” and the dates on whichdistributions are to be made by the Company;

##### (vi)          anamendment that is necessary, in the Opinion of Counsel, to prevent the Companyor its Directors, Officers, trustees or agents from in any manner beingsubjected to the provisions of the Investment Company Act of 1940, as amended,the Investment Advisers Act of 1940, as amended, or “plan asset” regulationsadopted under the Employee Retirement Income Security Act of 1974, as amended,regardless of whether such are substantially similar to plan asset regulationscurrently applied or proposed by the United States Department of Labor;

##### (vii)         subjectto the terms of Section 5.6, an amendment that the Board of Directorsdetermines to be necessary or appropriate in connection with the authorizationof issuance of any class or series of Company Securities pursuant toSection 5.5;

##### (viii)        anyamendment expressly permitted in this Agreement to be made by the Board ofDirectors acting alone;

##### (ix)           anamendment effected, necessitated or contemplated by a Merger Agreement approvedin accordance with Section 12.3;

##### (x)            anamendment that the Board of Directors determines to be necessary or appropriateto reflect and account for the formation by the Company of, or investment bythe Company in, any corporation, partnership, joint venture, limited liabilitycompany or other entity, in connection with the conduct by the Company ofactivities permitted by the terms of Section 2.4;

##### (xi)           amerger or conveyance pursuant to Section 12.3(d); or

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##### (xii)          anyother amendments substantially similar to the foregoing.

Section11.2   Amendment Requirements.

### (a)   Notwithstanding the provisions of Section 11.1, no provisionof this Agreement that establishes a percentage of Outstanding Units requiredto take any action shall be amended, altered, changed, repealed or rescinded inany respect that would have the effect of reducing such voting percentageunless such amendment is approved by the affirmative vote of holders ofOutstanding Units whose aggregate Outstanding Units constitute not less thanthe voting requirement sought to be reduced.

### (b)   Notwithstanding the provisions of Section 11.1, no amendmentto this Agreement may (i) enlarge the obligations of any Member withoutits consent, unless such shall be deemed to have occurred as a result of anamendment approved pursuant to Section 11.2(c), (ii) changeSection 10.1(a), or (iii) change the term of the Company or, exceptas set forth in Section 10.1(a), give any Person the right to dissolve theCompany.

### (c)   Except as provided in Section 12.3, and without limitation ofthe Board of Directors’ authority to adopt amendments to this Agreement withoutthe approval of any Members as contemplated in Section 11.1, any amendmentthat would have a material adverse effect on the rights or preferences of anyclass of Interests in relation to other classes of Interests must be approvedby the holders of not less than a majority of the Outstanding Interests of theclass affected.

### (d)   Notwithstanding any other provision of this Agreement, except foramendments pursuant to Section 11.1 and except as otherwise provided bySection 12.3(b), no amendments shall become effective without the approvalof the holders of at least 90% of the Outstanding Units voting as a singleclass unless the Company obtains an Opinion of Counsel to the effect that suchamendment will not affect the limited liability of any Member under applicablelaw.

Section11.3   Unitholder Meetings.

### (a)   All acts of Members to be taken hereunder shall be taken in themanner provided in this Article XI. An annual meeting of the Members forthe election of Directors and for the transaction of such other business as mayproperly come before the meeting shall be held at such time and place as theBoard of Directors shall specify, which date shall be within 13 months ofthe last annual meeting of Members. If authorized by the Board of Directors,and subject to such guidelines and procedures as the Board of Directors mayadopt, Members and proxyholders not physically present at a meeting of Members,may by means of remote communication participate in such meeting, and be deemedpresent in person and vote at such meeting provided that the Company shallimplement reasonable measures to verify that each Person deemed present andpermitted to vote at the meeting by means of remote communication is a Memberor proxyholder, to provide such Members or proxyholders a reasonableopportunity to participate in the meeting and to record the votes or otheraction made by such Members or proxyholders.

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### (b)   A failure to hold the annual meeting of the Members at thedesignated time or to elect a sufficient number of Directors to conduct thebusiness of the Company shall not affect otherwise valid acts of the Company orwork a forfeiture or dissolution of the Company. If the annual meeting forelection of Directors is not held on the date designated therefor, theDirectors shall cause the meeting to be held as soon as is convenient. If thereis a failure to hold the annual meeting for a period of 30 days after thedate designated for the annual meeting, or if no date has been designated, fora period of 13 months after the latest to occur of the date of thisAgreement or its last annual meeting, the Delaware Court of Chancery maysummarily order a meeting to be held upon the application of any Member orDirector. The Outstanding Units present at such meeting, either in person or byproxy, and entitled to vote thereat, shall constitute a quorum for the purposeof such meeting, notwithstanding any provision of this Agreement to thecontrary. The Delaware Court of Chancery may issue such orders as may be appropriate,including orders designating the time and place of such meeting, the recorddate for determination of Unitholders entitled to vote, and the form of noticeof such meeting.

### (c)   All elections of Directors will be by written ballots; ifauthorized by the Board of Directors, such requirement of a written ballotshall be satisfied by a ballot submitted by electronic transmission, provided that any such electronictransmission must either set forth or be submitted with information from whichit can be reasonably determined that the electronic transmission was authorizedby the Member or proxyholder.

### (d)   Special meetings of the Members may be called only by a majorityof the Board of Directors. No Members or group of Members, acting in its ortheir capacity as Members, shall have the right to call a special meeting ofthe Members.

Section11.2   Notice of Meetings of Members.

### (a)   Notice, stating the place, day and hour of any annual or specialmeeting of the Members, as determined by the Board of Directors, and(i) in the case of a special meeting of the Members, the purpose orpurposes for which the meeting is called, as determined by the Board ofDirectors or (ii) in the case of an annual meeting, those matters that theBoard of Directors, at the time of giving the notice, intends to present foraction by the Members, shall be delivered by the Company not less than 10calendar days nor more than 60 calendar days before the date of the meeting, ina manner and otherwise in accordance with Section 14.1 to each RecordHolder who is entitled to vote at such meeting. Such further notice shall begiven as may be required by Delaware law. The notice of any meeting of theMembers at which directors are to be elected shall include the name of anynominee or nominees who, at the time of the notice, the Board of Directorsintends to present for election. Only such business shall be conducted at aspecial meeting of Members as shall have been brought before the meetingpursuant to the Company’s notice of meeting. Any previously scheduled meetingof the Members may be postponed, and any special meeting of the Members may becanceled, by resolution of the Board of Directors upon public notice givenprior to the date previously scheduled for such meeting of the Members.

### (b)   The Board of Directors shall designate the place of meeting forany annual meeting or for any special meeting of the Members. If no designationis made, the place of meeting shall be the principal office of the Company.

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Section11.5   Record Date.    For purposesof determining the Members entitled to notice of or to vote at a meeting of theMembers, the Board of Directors may set a Record Date, which shall not be lessthan 10 nor more than 60 days before the date of the meeting (unless suchrequirement conflicts with any rule, regulation, guideline or requirement ofany National Securities Exchange on which the Units are listed for trading, inwhich case the rule, regulation, guideline or requirement of such exchangeshall govern). If no Record Date is fixed by the Board of Directors, the RecordDate for determining Members entitled to notice of or to vote at a meeting ofMembers shall be at the close of business on the day next preceding the day onwhich notice is given. A determination of Members of record entitled to noticeof or to vote at a meeting of Members shall apply to any adjournment orpostponement of the meeting; provided,however, that the Board ofDirectors may fix a new Record Date for the adjourned or postponed meeting.

Section11.6   Adjournment.    When ameeting is adjourned to another time or place, notice need not be given of theadjourned 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.

Section11.7   Waiver ofNotice; Approval of Meeting.    Whenevernotice to the Members is required to be given under this Agreement, a writtenwaiver, signed by the Person entitled to notice, whether before or after thetime stated therein, shall be deemed equivalent to notice. Attendance of aPerson at any such meeting of the Members shall constitute a waiver of noticeof such meeting, except when the Person attends a meeting for the expresspurpose of objecting at the beginning of the meeting, to the transaction of anybusiness because the meeting is not lawfully called or convened. Neither thebusiness to be transacted at, nor the purpose of, any regular or specialmeeting of the Members need be specified in any written waiver of notice unlessso required by resolution of the Board of Directors. All waivers and approvalsshall be filed with the Company records or made part of the minutes of themeeting.

Section11.8   Quorum; Required Vote for Member Action; Voting forDirectors.

### (a)   At any meeting of the Members, the holders of a majority of theOutstanding Units of the class or classes for which a meeting has been calledrepresented in person or by proxy shall constitute a quorum of such class orclasses unless any such action by the Members requires approval by holders of agreater percentage of Outstanding Units, in which case the quorum shall be suchgreater percentage. The submission of matters to Members for approval and theelection of Directors shall occur only at a meeting of the Members duly calledand held in accordance with this Agreement at which a quorum is present; provided, however, that the Members present at a duly called or heldmeeting at which a quorum is present may continue to transact business untiladjournment, notwithstanding the withdrawal of enough Members to leave lessthan a quorum, if any action taken (other than adjournment) is approved by therequired percentage of Interests specified in this Agreement. In the absence ofa quorum any meeting of Members may be adjourned from time to time by thechairman of the meeting to another place or time.

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### (b)   Each Outstanding Unit shall be entitled to one vote per Unit onall matters submitted to Members for approval and in the election of Directors.

### (c)   All matters (other than the election of Directors) submitted toMembers for approval shall be determined by a majority of the votes castaffirmatively or negatively by Members holding Outstanding Units unless agreater percentage is required with respect to such matter under the DelawareAct, under the rules of any National Securities Exchange on which the Units arelisted for trading, or under the provisions of this Agreement, in which casethe approval of Members holding Outstanding Units that in the aggregaterepresent at least such greater percentage shall be required.

### (d)   Directors will be elected by a plurality of the votes cast for aparticular position.

Section11.9   Conduct of a Meeting; Member Lists.

### (a)   The Board of Directors shall have full power and authorityconcerning the manner of conducting any meeting of the Members, including thedetermination of Persons entitled to vote, the existence of a quorum, thesatisfaction of the requirements of this Article XI, the conduct ofvoting, the validity and effect of any proxies and the determination of anycontroversies, votes or challenges arising in connection with or during themeeting or voting. The Board of Directors shall designate a Person to serve aschairman of any meeting and shall further designate a Person to take theminutes of any meeting. All minutes shall be kept with the records of theCompany maintained by the Board of Directors. The Board of Directors may makesuch other regulations consistent with applicable law and this Agreement as itmay deem advisable concerning the conduct of any meeting of the Members,including regulations in regard to the appointment of proxies, the appointmentand duties of inspectors of votes, the submission and examination of proxiesand other evidence of the right to vote.

### (b)   A complete list of Members entitled to vote at any meeting ofMembers, arranged in alphabetical order for each class of Interests and showingthe address of each such Member and the number of Outstanding Units registeredin the name of such Member, shall be open to the examination of any Member, forany purpose germane to the meeting, during ordinary business hours, for aperiod of at least 10 days before the meeting, at the principal place ofbusiness of the Company. The Member list shall also be produced and kept at thetime and place of the meeting during the whole time thereof, and may beinspected by any Member who is present.

Section11.10   ActionWithout a Meeting.    Noaction permitted or required to be taken at a meeting of Members may be takenby written consent or by any other means or manner than a meeting of Memberscalled and conducted in accordance with this Agreement.

Section11.11   Voting and Other Rights.

### (a)   Only those Record Holders of Outstanding Units on the Record Dateset pursuant to Section 11.5 shall be entitled to notice of, and to voteat, a meeting of Members or to act with respect to matters as to which theholders of the Outstanding Units have the right to vote or to act. Allreferences in this Agreement to votes of, or other acts that may be taken by,the 

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Outstanding Units shall be deemed to be references tothe votes or acts of the Record Holders of such Outstanding Units.

### (b)   With respect to Outstanding Units that are held for a Person’saccount by another Person (such as a broker, dealer, bank, trust company orclearing corporation, or an agent of any of the foregoing), in whose name suchOutstanding Units are registered, such other Person shall, in exercising thevoting rights in respect of such Outstanding Units on any matter, and unlessthe arrangement between such Persons provides otherwise, vote such OutstandingUnits in favor of, and at the direction of, the Person who is the beneficialowner, and the Company shall be entitled to assume it is so acting withoutfurther inquiry. The provisions of this Section 11.11(b) (as well as allother provisions of this Agreement) are subject to the provisions ofSection 4.3.

Section11.12   Proxies and Voting.

### (a)   At any meeting of the Members, every holder of an Outstanding Unitentitled to vote may vote in person or by proxy authorized by an instrument inwriting or by a transmission permitted by law filed in accordance with theprocedure established for the meeting. Any copy, facsimile telecommunication orother reliable reproduction of the writing or transmission created pursuant tothis paragraph may be substituted or used in lieu of the original writing ortransmission for any and all purposes for which the original writing ortransmission could be used, providedthat such copy, facsimile telecommunication or other reproduction shall be acomplete reproduction of the entire original writing or transmission.

### (b)   The Company may, and to the extent required by law, shall, inadvance of any meeting of Members, appoint one or more inspectors to act at themeeting and make a written report thereof. The Company may designate one ormore alternate inspectors to replace any inspector who fails to act. If noinspector or alternate is able to act at a meeting of Members, the Personpresiding at the meeting may, and to the extent required by law, shall, appointone or more inspectors to act at the meeting. Each inspector, before enteringupon the discharge of his or her duties, shall take and sign an oath faithfullyto execute the duties of inspector with strict impartiality and according tothe best of his or her ability. Every vote taken by ballots shall be counted bya duly appointed inspector or inspectors.

### (c)   With respect to the use of proxies at any meeting of Members, theCompany shall be governed by paragraphs (b), (c), (d) and (e) ofSection 212 of the DGCL and other applicable provisions of the DGCL, asthough the Company were a Delaware corporation.

### (d)   With respect to any contested matter relating to any election,appointment, removal or resignation of any Director, the Company shall begoverned by Section 225 of the DGCL and any other applicable provision ofthe DGCL, as though the Company were a Delaware corporation.

Section11.13   Notice of Member Business and Nominations.

### (a)   Subject to Section 7.1(d) of this Agreement, nominations ofPersons for election to the Board of Directors of the Company and the proposalof business to be considered by the Members may be made at an annual meeting ofMembers (i) pursuant to the Company’s 

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notice of meeting delivered pursuant toSection 11.4 of this Agreement, (ii) by or at the direction of theBoard of Directors, (iii) for nominations to the Board of Directors only,by any holder of Outstanding Units who is entitled to vote at the meeting, whocomplied with the notice procedures set forth in paragraph (b) or(d) of this Section 11.13 and who was a Record Holder of a sufficientnumber of Outstanding Units as of the Record Date for such meeting to elect oneor more members to the Board of Directors assuming that such holder cast all ofthe votes it is entitled to cast in such election in favor of a singlecandidate and such candidate received no other votes from any other holder ofOutstanding Units, or (iv) by any holder of Outstanding Units who isentitled to vote at the meeting, who complied with the notice procedures setforth in paragraphs (c) or (d) of this Section 11.13 and who isa Record Holder of Outstanding Units at the time such notice is delivered tothe Secretary of the Company.

### (b)   For nominations to be properly brought before an annual meeting bya Unitholder pursuant to Section 11.13(a)(iii), the Unitholder must havegiven timely notice thereof in writing to the Secretary of the Company. To betimely, 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 (the “Anniversary”) of the date on which the Company first mailed itsproxy materials for the preceding year’s annual meeting of Members; provided, however, that if the date of the annual meeting is advanced morethan 30 days prior to or delayed by more than thirty (30) days afterthe 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 relating tosuch 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 and (B) as to the Unitholder giving the notice and thebeneficial owner, if any, on whose behalf the nomination or proposal is madethe name and address of such Unitholder, as they appear on the Company’s books,and of such beneficial owner, the class and number of Units of the Companywhich are owned beneficially and of record by such Unitholder and suchbeneficial owner. Such holder shall be entitled to nominate as many candidatesfor election to the Board of Directors as would be elected assuming such holdercast the precise number of votes necessary to elect each candidate and no morevotes were cast by such holder or any other holder for such candidates.

### (c)   For nominations or other business to be properly brought before anannual meeting by a Unitholder pursuant to Section 11.13(a)(iv),(i) the Unitholder must have given timely notice thereof in writing to theSecretary of the Company, (ii) such business must be a proper matter forMember action under this Agreement and the Delaware Act, (iii) if theUnitholder, or the beneficial owner on whose behalf any such proposal ornomination is made, has provided the Company with a Solicitation Notice, suchUnitholder or beneficial owner must, in the case of a proposal, have delivereda proxy statement and form of proxy to holders of at least the percentage ofthe Company’s Outstanding Units required under this Agreement or Delaware lawto carry any such proposal, or, in the case of a nomination or nominations,have delivered a proxy statement and form of proxy to holders of a percentageof the Company’s 

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Outstanding Units reasonably believed by suchUnitholder or beneficial holder to be sufficient to elect the nominee ornominees proposed to be nominated by such Unitholder, and must, in either case,have included in such materials the Solicitation Notice and (iv) if noSolicitation Notice relating thereto has been timely provided pursuant to thisSection 11.13, the Unitholder or beneficial owner proposing such businessor nomination must not have solicited a number of proxies sufficient to haverequired the delivery of such a Solicitation Notice. 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; provided, however, that in the event that thedate of the annual meeting is advanced more than thirty (30) days prior toor 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; (B) as to any otherbusiness that the Unitholder proposes to bring before the meeting, a briefdescription of the business desired to be brought before the meeting, thereasons for conducting such business at the meeting and any material interestin such business of such Unitholder and the beneficial owner, if any, on whosebehalf the proposal is made; and (C) as to the Unitholder giving thenotice and the beneficial owner, if any, on whose behalf the nomination orproposal is made the name and address of such Unitholder, as they appear on theCompany’s books, and of such beneficial owner, the class and number of Units ofthe Company which are owned beneficially and of record by such Unitholder and suchbeneficial owner, and whether either such Unitholder or beneficial ownerintends to deliver a proxy statement and form of proxy to holders of, in thecase of a proposal, at least the percentage of the Company’s Outstanding Unitsrequired under this Agreement or Delaware law to carry the proposal or, in thecase of a nomination or nominations, a sufficient number of holders of theCompany’s Outstanding Units to elect such nominee or nominees (an affirmativestatement of such intent, a “SolicitationNotice”).

### (d)   Notwithstanding anything in the second sentence ofSection 11.13(b) or the second sentence of Section 11.13(c) to thecontrary, if the number of Directors to be elected to the Board of Directors isincreased and there is no public announcement naming all of the nominees forDirector or specifying the size of the increased Board of Directors made by theCompany at least 90 days prior to the Anniversary, then a Unitholder’snotice required by this Section 11.13 shall also be considered timely, butonly with respect to nominees for any new positions created by such increase,if it shall be delivered to the Secretary at the principal executive offices ofthe Company not later than the close of business on the tenth day following theday on which such public announcement is first made by the Company.

### (e)   Only such business shall be conducted at a special meeting ofMembers as shall have been brought before the meeting pursuant to the Company’snotice of meeting pursuant to Section 11.4 of this Agreement. Subject toSection 7.1(d) of this Agreement, nominations of Persons for election tothe Board of Directors may be made at a special meeting 

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of Members at which Directors are to be electedpursuant to the Company’s notice of meeting (i) by or at the direction ofthe Board of Directors, (ii) by any holder of Outstanding Units who isentitled to vote at the meeting, who complied with the notice procedures setforth in paragraph (b) or (d) of this Section 11.13 and who wasa Record Holder of a sufficient number of Outstanding Units as of the RecordDate for such meeting to elect one or more members to the Board of Directorsassuming that such holder cast all of the votes it is entitled to cast in suchelection in favor of a single candidate and such candidate received no othervotes from any other holder of Outstanding Units, or (iii) by any holderof Outstanding Units who is entitled to vote at the meeting, who complies withthe notice procedures set forth in this Section 11.13 and who is a Record Holderof Outstanding Units at the time such notice is delivered to the Secretary ofthe Company. Nominations by Unitholders of Persons for election to the Board ofDirectors may be made at such a special meeting of Members if the Unitholder’snotice as required by Section 11.13(b) or Section 11.13(c) shall bedelivered to the Secretary of the Company not earlier than the ninetieth dayprior to such special meeting and not later than the close of business on thelater of the seventieth day prior to such special meeting or the tenth dayfollowing the day on which public announcement is first made of the date of thespecial meeting and of the nominees proposed by the Board of Directors to beelected at such meeting. Holders of Outstanding Units making nominations pursuantto Section 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 extent otherwise provided in Section 7.1(d)with respect to vacancies, only Persons who are nominated in accordance withthe procedures set forth in this Section 11.13 shall be eligible to serveas Directors and only such business shall be conducted at a meeting of Membersas shall have been brought before the meeting in accordance with the proceduresset forth in this Section 11.13. Except as otherwise provided herein orrequired by law, the chairman of the meeting shall have the power and duty todetermine whether a nomination or any business proposed to be brought beforethe meeting was made in accordance with the procedures set forth in thisSection 11.13 and, if any proposed nomination or business is not incompliance with this Section 11.13, to declare that such defectiveproposal or nomination shall be disregarded.

### (g)   Notwithstanding the foregoing provisions of thisSection 11.13, a Member shall also comply with all applicable requirementsof the Exchange Act and the rules and regulations thereunder with respect tothe matters set forth in this Section 11.13. Nothing in thisSection 11.13 shall be deemed to affect any rights of Members to requestinclusion of proposals in the Company’s proxy statement pursuant toRule 14a-8 under the Exchange Act.

**ARTICLE XIIMERGER**

Section12.1   Authority.    The Companymay merge or consolidate with one or more limited liability companies or “otherbusiness entities” as defined in Section 18-209 of the Delaware Act,formed under the laws of the State of Delaware or any other state of the UnitedStates of America, pursuant to a written agreement of merger or consolidation (“MergerAgreement”) in accordance with this Article XII.

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Section12.2   Procedure forMerger or Consolidation.    Mergeror consolidation of the Company pursuant to this Article XII requires theprior approval of the Board of Directors. If the Board of Directors shalldetermine to consent to the merger or consolidation, the Board of Directorsshall approve the Merger Agreement, which shall set forth:

#### (a)   the names and jurisdictionsof formation or organization of each of the business entities proposing tomerge or consolidate;

#### (b)   the name and jurisdiction offormation or organization of the business entity that is to survive theproposed merger or consolidation (the “SurvivingBusiness Entity”);

#### (c)   the terms and conditions ofthe proposed merger or consolidation;

#### (d)   the manner and basis ofexchanging or converting the rights or securities of, or interests in, eachconstituent business entity for, or into, cash, property, rights, or securitiesof or interests in, the Surviving Business Entity; and if any rights orsecurities of, or interests in, any constituent business entity are not to beexchanged or converted solely for, or into, cash, property, rights, orsecurities of or interests in, the Surviving Business Entity, the cash,property, rights, or securities of or interests in, any limited liabilitycompany or other business entity which the holders of such rights, securitiesor interests are to receive;

#### (e)   a statement of any changesin the constituent documents or the adoption of new constituent documents (thecertificate of formation or limited liability company agreement, articles orcertificate of incorporation, articles of trust, declaration of trust,certificate or agreement of limited partnership or other similar charter orgoverning document) of the Surviving Business Entity to be effected by such mergeror consolidation;

#### (f)    the effective time of themerger, which may be the date of the filing of the certificate of mergerpursuant to Section 12.4 or a later date specified in or determinable inaccordance with 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 withrespect to the proposed merger or consolidation that the Board of Directorsdetermines to be necessary or appropriate.

Section12.3   Approval by Members of Merger or Consolidation.

### (a)   Except as provided in Section 12.3(d), the Board ofDirectors, upon its approval of the Merger Agreement, shall direct that theMerger Agreement be submitted to a vote of Members, whether at an annualmeeting or a special meeting, in either case in accordance with therequirements of Article XI. A copy or a summary of the Merger Agreementshall be included in or enclosed with the notice of meeting.

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### (b)   Except as provided in Section 12.3(d), the Merger Agreementshall be approved upon receiving the affirmative vote or consent of the holdersof a Unit Majority unless the Merger Agreement contains any provision that, ifcontained in an amendment to this Agreement, the provisions of this Agreementor the Delaware Act would require for its approval the vote or consent of agreater percentage of the Outstanding Units or of any class of Members, inwhich case such greater percentage vote or consent shall be required forapproval of the Merger Agreement.

### (c)   Except as provided in Section 12.3(d), after such approval byvote or consent of the Members, and at any time prior to the filing of thecertificate of merger pursuant to Section 12.4, the merger orconsolidation may be abandoned pursuant to provisions therefor, if any, setforth in the Merger Agreement.

### (d)   Notwithstanding anything else contained in this Article XIIor in this Agreement, the Board of Directors is permitted without Memberapproval, to convert the Company or any Group Member into a new limitedliability entity, to merge the Company or any Group Member into, or convey allof the Company’s assets to, another limited liability entity which shall benewly formed and shall have no assets, liabilities or operations at the time ofsuch conversion, merger or conveyance other than those it receives from theCompany or other Group Member if (i) the Board of Directors has receivedan Opinion of Counsel that the conversion, merger or conveyance, as the casemay be, would not result in the loss of the limited liability of any Member orany Group Member or cause the Company or any Group Member to be treated as anassociation taxable as a corporation or otherwise to be taxed as an entity forfederal income tax purposes (to the extent not previously treated as such),(ii) the sole purpose of such conversion, merger or conveyance is toeffect a mere change in the legal form of the Company into another limitedliability entity and (iii) the governing instruments of the new entityprovide the Members and the Board of Directors with the same rights andobligations as are herein contained.

### (e)   Members are not entitled to dissenters’ rights of appraisal in theevent of a merger or consolidation pursuant to Section 12.1, a sale of allor substantially all of the assets of the Company or the Company’sSubsidiaries, or any other transaction or event.

Section12.4   Certificateof Merger.    Uponthe required approval by the Board of Directors and the Unitholders of a MergerAgreement, a certificate of merger shall be executed and filed with theSecretary of State of the State of Delaware in conformity with the requirementsof the Delaware Act.

Section12.5   Effect of Merger.

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

##### (i)            allof the rights, privileges and powers of each of the business entities that hasmerged or consolidated, and all property, real, personal and mixed, and alldebts due to any of those business entities shall be vested in the SurvivingBusiness Entity and after the merger or consolidation shall be the property ofthe Surviving Business Entity and all other things and causes of actionbelonging to each of those business entities, shall be 

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##### vested in the Surviving Business Entity to the extent they were of eachconstituent business entity;

##### (ii)           thetitle to any real property vested by deed or otherwise in any of thoseconstituent business entities shall not revert and is not in any way impairedbecause of the merger or consolidation;

##### (iii)          allrights of creditors and all liens on or security interests in property of anyof those constituent business entities shall be preserved unimpaired; and

##### (iv)          alldebts, liabilities and duties of those constituent business entities shallattach to the Surviving Business Entity and may be enforced against it to thesame extent as if the debts, liabilities and duties had been incurred orcontracted by it.

### (b)   A merger or consolidation effected pursuant to thisArticle XII shall not be deemed to result in a transfer or assignment ofassets or liabilities from one entity to another.

Section 12.6   BusinessCombination Limitations.    Notwithstanding anyother provision of this Agreement, with respect to any “Business Combination”(as such 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 XIIIRIGHT TO ACQUIRE MEMBER INTERESTS**

Section 13.1   Right toAcquire Member Interests.

### (a)   Notwithstanding any other provision of this Agreement, if at anytime any Person holds more than 90% of the total Member Interests of any classthen Outstanding, such Person shall then have the right, which right it mayassign and transfer in whole or in part to the Company or any of itsAffiliates, exercisable at its option, to purchase all, but not less than all,of such Member Interests of such class then Outstanding held by other holders,at the greater of (x) the Current Market Price as of the date three daysprior to the date that the notice described in Section 13.1(b) is mailedand (y) the highest price paid by such Person or any of its Affiliates forany such Interest of such class purchased during the 90-day period precedingthe date that the notice described in Section 13.1(b) is mailed. As usedin this Agreement, (i) ”CurrentMarket Price” as of any date of any class of Interests listed oradmitted to trading on any National Securities Exchange means the average ofthe daily Closing Prices (as hereinafter defined) per Interest of such classfor the 20 consecutive Trading Days (as hereinafter defined) immediately priorto such date; (ii) ”Closing Price”for any day means the average of the high bid and low asked prices on such day,regular way, or in the case no such sale takes place on such day, the averageof the closing bid and asked prices on such day, regular way, in either case asreported in the principal consolidated transaction reporting system forsecurities listed or admitted for trading on the principal National SecuritiesExchange on which the units of that class are listed or admitted to trading, orif the units of that class are not listed or admitted for trading on anyNational Securities Exchange, the last quoted price on that day, or if noquoted price exists, the average of the high bid low asked price on that day inthe over-the-counter market, as reported by the Nasdaq National Market or suchother system then in use, or, if on any such day such 

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Interests of such class are not quoted by any suchorganization of that type, the average of the closing bid and asked prices onsuch day as furnished by a professional market maker making a market in suchInterests of such class selected by the Board of Directors, or if on any suchday no market maker is making a market in such Interests of such class, thefair value of such Interests on such day as determined by the Board ofDirectors; and (iii) ”Trading Day”means a day on which the principal National Securities Exchange on which suchInterests of any class are listed or admitted to trading is open for thetransaction of business or, if Interests of a class are not listed or admittedto trading on any National Securities Exchange, a day on which bankinginstitutions in New York City generally are open.

### (b)   If any Person elects to exercise the right to purchase Interestsgranted pursuant to Section 13.1(a), the Board of Directors shall deliverto the Transfer Agent notice of such election to purchase (the “Notice of Election to Purchase”) andshall cause the Transfer Agent to mail a copy of such Notice of Election toPurchase to the Record Holders of Interests of such class (as of a Record Dateselected by the Board of Directors) at least 10, but not more than 60, daysprior to the Purchase Date. Such Notice of Election to Purchase shall also bepublished for a period of at least three consecutive days in at least two dailynewspapers of general circulation printed in the English language and publishedin the Borough of Manhattan, New York. The Notice of Election to Purchase shallspecify the Purchase 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 and after the Purchase Date, a holder of anOutstanding Interest subject to purchase as provided in this Section 13.1may surrender his Certificate evidencing such Interest to the Transfer Agent inexchange for payment of the amount described in Section 13.1(a), therefor,without interest thereon.

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### (d)   Upon the exercise by any Person of the right to purchase Interestsgranted pursuant to Section 13.1(a), no Member shall be entitled todissenters’ rights of appraisal.

**ARTICLE XIVGENERAL PROVISIONS**

Section 14.1   Addresses andNotices.    Any notice, demand, request, reportor proxy 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 when deliveredin person or when sent by first class United States mail or by other means ofwritten communication to the Member at the address described below. Any notice,payment or report to be given or made to a Member hereunder shall be deemedconclusively to have been given or made, and the obligation to give such noticeor report or to make such payment shall be deemed conclusively to have beenfully satisfied, upon sending of such notice, payment or report to the RecordHolder of such Company Securities at his address as shown on the records of theTransfer Agent or as otherwise shown on the records of the Company, regardlessof any claim of any Person who may have an interest in such Company Securitiesby reason of any assignment or otherwise. An affidavit or certificate of makingof any notice, payment or report in accordance with the provisions of thisSection 14.1 executed by the Company, the Transfer Agent or the mailingorganization shall be prima facie evidence of the giving or making of suchnotice, payment or report. If any notice, payment or report addressed to aRecord Holder at the address of such Record Holder appearing on the books andrecords of the Transfer Agent or the Company is returned by the United StatesPostal Service marked to indicate that the United States Postal Service isunable to deliver it, such notice, payment or report and any subsequentnotices, payments and reports shall be deemed to have been duly given or madewithout further mailing (until such time as such Record Holder or anotherPerson notifies the Transfer Agent or the Company of a change in his address)if they are available for the Member at the principal office of the Company fora period of one year from the date of the giving or making of such notice,payment or report to the other Members. Any notice to the Company shall bedeemed 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   Further Action.    Theparties shall execute and deliver all documents, provide all information andtake or refrain from taking action as may be necessary or appropriate toachieve the purposes of this Agreement.

Section 14.3   Binding Effect.    ThisAgreement shall be binding upon and inure to the benefit of the parties heretoand their heirs, executors, administrators, successors, legal representativesand 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.  ThisAgreement shall be construed in accordance with and governed by the laws of theState of Delaware applicable to contracts executed and to be performed solelyin such state.

Section 14.9   Invalidity ofProvisions.  If any provision of this Agreement is orbecomes invalid, illegal or unenforceable in any respect, the validity,legality and enforceability of the remaining provisions contained herein shallnot be affected thereby.

Section 14.10   Consent ofMembers.    Each Member hereby expresslyconsents and agrees that, whenever in this Agreement it is specified that anaction may be taken upon the affirmative vote or consent of less than all ofthe Members, such action may be so taken upon the concurrence of less than allof the Members and each Member shall be bound by the results of such action.

*Remainderof page intentionally left blank*.

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**IN WITNESS WHEREOF,**the parties hereto have executed this Agreement as of the date first writtenabove.
|       | /s/ Michael C. Linn                |
|------------|------------------------------------|
|       | Michael C. Linn                    |
|       |                               |
|       |                               |
|       | /s/ Gerald W. Merriam              |
|       | Gerald W. Merriam                  |
|       |                               |
|       |                               |
|       | /s/ Roland P. Keddie               |
|       | 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:                                |   | /s/ S. Wil VanLoh, Jr. |
|       | Name:                              |   | S. Wil VanLoh, Jr. |
|       | Title:                             |   | President |
|       |                               |   |   |
|       |                               |   |   |
| ** ** | **CLARK PARTNERS I, L.P.**         |
|       |                               | ** ** | ** ** |
|       | By:                                | ** ** | **Ninth Floor Corporation,** |
|       |                               |   | its General  Partner |
|       |                               |   |   |
|       |                               |   |   |
|       | By:                                |   | /s/ Kevin S. Moore |
|       | Name:                              |   | Kevin S. Moore |
|       | Title:                             |   | President |

 

 

 

 

 

 

 

Signature Page to Second Amended and Restated

Limited Liability CompanyAgreement

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|            |                                                                                                                                                                                             |   |                   |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------|
| ** ** | **KINGS HIGHWAY INVESTMENT, LLC**                                                                                                                                                                |
| ** ** | ** **                                                                                                                                                                                       |   |                   |
| ** ** | ** **                                                                                                                                                                                       |   |                   |
|       | By:                                                                                                                                                                                              |   | /s/ Terry M. Crikelair |
|       | Name:                                                                                                                                                                                            |   | Terry M. Crikelair     |
|       | Title:                                                                                                                                                                                           |   | Co-Managing Member     |
|       |                                                                                                                                                                                             |   |                   |
|       |                                                                                                                                                                                             |   |                   |
| ** ** | **WAUWINET ENERGY PARTNERS, LLC**                                                                                                                                                                |
|       |                                                                                                                                                                                             |   |                   |
|       |                                                                                                                                                                                             |   |                   |
|       | By:                                                                                                                                                                                              |   | /s/ Daniel McCarthy    |
|       | Name:                                                                                                                                                                                            |   | Daniel McCarthy        |
|       | Title:                                                                                                                                                                                           |   | Manager                |
|       |                                                                                                                                                                                             |   |                   |
|       |                                                                                                                                                                                             |   |                   |
| ** ** | **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 Second Amended and Restated

Limited Liability CompanyAgreement

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**EXHIBIT A**

**to the SecondAmended and**

**Restated Agreementof Limited Liability Company of**

**Linn Energy, LLC**

**CertificateEvidencing Units**

**RepresentingMember Interests in**

**Linn Energy, LLC**

No.[            ][            ]Units

In accordance with Section 4.1 of the SecondAmended and Restated Limited Liability Company Agreement of Linn Energy, 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 this Certificate, is deemedto have (i) requested admission as, and agreed to become, a Member and tohave agreed to comply with and be bound by and to have executed the CompanyAgreement, (ii) represented and warranted that the Holder has all right,power and authority and, if an individual, the capacity necessary to enter intothe Company Agreement, (iii) granted the powers of attorney provided forin the Company Agreement and (iv) made the waivers and given the consentsand approvals contained in the Company Agreement.

This Certificate shall not be valid for any purposeunless it has been countersigned and registered by the Transfer Agent andRegistrar.
| Dated:                      |                     |   |   |
|----------------------------------|--------------------------------------------------------------------------------------------------------------------|--------|--------|
|                             |                                                                                                               |   |   |
| Countersigned and Registered by: | Linn Energy, LLC                                                                                                   |
|                             |                                                                                                               |
|                             |                                                                                                               |
| as Transfer Agent and Registrar  | By:                                                                                                                |   |
|                             | Name:                                                                                                              |   |
|                             | Title:                                                                                                             |   |

 

A-1

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**Reverse ofCertificate**

**ABBREVIATIONS**

The following abbreviations, when used in theinscription on the face of this Certificate, shall be construed as followsaccording 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 abovelist, may also be used.

A-2

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**ASSIGNMENT OF UNITS**

**in**

**LINN ENERGY, LLC**

FOR VALUE 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 representingMember Interests evidenced by this Certificate, subject to the CompanyAgreement, and does hereby irrevocably constitute and appoint________________________________ as its attorney-in-fact with full power ofsubstitution to transfer the same on the 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 SecondAmended and**

**Restated Agreementof Limited Liability 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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