**Exhibit 3.4**

**AMENDMENT NO. 1 TOSECOND AMENDED AND RESTATEDLIMITED LIABILITY COMPANY AGREEMENT OFLINN ENERGY, LLC**

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

WHEREAS, Section 5.5(a) of the Limited LiabilityCompany Agreement provides that the Company may issue additional CompanySecurities for any Company purpose at any time and from time to time for suchconsideration and on such terms and conditions as the Board shall determine,all without the approval of any Members; 

WHEREAS, Section 5.5(b) of the Limited LiabilityCompany Agreement provides that the Company Securities authorized to be issuedby the Company pursuant to Section 5.5(a) of the Limited Liability Company Agreementmay be issued in one or more classes, or one or more series of any suchclasses, with such designations, preferences, rights, powers and duties (whichmay be senior to existing classes and series of Company Securities) as shall befixed by the Board; 

WHEREAS, Section 11.1(c)(vii) of the Limited LiabilityCompany Agreement provides that the Board, without the approval of any Member(subject to the provisions of Section 5.6 of the Limited Liability CompanyAgreement), may amend any provision of the Limited Liability Company Agreementthat the Board determines to be necessary or appropriate in connection with theauthorization of issuance of any class or series of Company Securities pursuantto Section 5.5 of the Limited Liability Company Agreement, and the Board hasdetermined that the amendments contemplated hereby are necessary or appropriatein connection therewith; 

WHEREAS, the Board has determined that the issuance ofthe Class B Units provided for in this Amendment is permitted by Section 5.6 ofthe Limited Liability Company Agreement; 

WHEREAS, Section 11.1(c)(iv) of the Limited LiabilityCompany Agreement provides that the Board, without the approval of any Member,may amend any provision of the Limited Liability Company Agreement to reflect achange that the Board determines does not adversely affect the Members(including any particular class of Interests as compared to other classes ofInterests) in any material respect, and the Board has determined that suchamendments contemplated hereby do not adversely affect the Members in anymaterial respect; and

WHEREAS, the Board deems it in the best interest ofthe Company to effect this Amendment to provide for (i) the issuance of theClass B Units, (ii) the conversion of the Class B Units into Units inaccordance with the terms described herein and (iii) such other matters as areprovided herein.

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NOW, THEREFORE, it is hereby agreed as follows:  

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

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

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

“*Issue Price*”means the price at which a Unit or Class B Unit is purchased from the Company,net of any sales commissions or underwriting discount charged to the Company;for the avoidance of doubt, in the case of the Class B Units, the Issue Priceshall be deemed to be $20.55 per Class B Unit and, in the case of the PrivatelyPlaced Units, $21.00 per Privately Placed Unit.

“*PercentageInterest*” means, as of any date of determination (a) as to anyUnitholder or holder of Class B Units holding Units or Class B Units, theproduct obtained by multiplying (i) 100% less the percentage establishedpursuant to clause (b) below by (ii) the quotient obtained by dividing (A) thenumber of Units and Class B Units held by such Unitholder or holder of Class BUnits by (B) the total number of all Outstanding Units or Outstanding Class BUnits and (b) as to the holders of other Company Securities issued by theCompany in accordance with Section 5.5, the percentage established as part ofsuch issuance.

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

“*Private Placement Value*” means withrespect to the Class B Units $22.27 per Class B Unit and the Privately PlacedUnits $22.27 per Privately Placed Unit. 

“*PrivatelyPlaced Units*” means the Units issued pursuant to the Unit PurchaseAgreement.

“*Pro Rata*” means (a) when modifying Units,Class B Units, Privately Placed Units or any class of any thereof, apportionedequally among all designated Units, Class B Units or 

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Privately Placed Units,as the case may be, in accordance with their relative Percentage Interests, and(b) when modifying Members, apportioned among all designated Members inaccordance with their relative Percentage Interest.

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

“*Share of Additional Book Basis Derivative Items*”means, in connection with any allocation of Additional Book Basis DerivativeItems for any taxable period, with respect to the holders of Units, PrivatelyPlaced Units or Class B Units, the amount that bears the same ratio to suchAdditional Book Basis Derivative Items as the holders’ Remaining Net PositiveAdjustments as of the end of such period bears to the Aggregate Remaining NetPositive Adjustments as of that time.

“*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, which includes Privately Placed Units.  The term “Unit” does not refer to a Class BUnit prior to its conversion into a Unit pursuant to the terms hereof.

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

“*UnitPurchase Agreement*” means the Class B Unit and Unit PurchaseAgreement dated as of October 24, 2006 between the Company and the purchasersnamed therein.

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

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

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

The initial Capital Account balance in respect of eachClass B Unit shall be the Private Placement Value for such Class B Unit, andthe initial Capital Account balance of each holder of Class B Units in respectof all Class B Units held shall be the product of such initial balance for aClass B Unit multiplied by the number 

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

 

4.             Section 5.4(c)(i) of the Limited Liability CompanyAgreement is hereby amended to add the following at the end of such section:

Any adjustments that are made under this paragraph inconnection with the issuance of the Class B Units or the Privately Placed Unitsshall be based on the Private Placement Value of the Class B Units and thePrivately Placed Units.

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

Section 5.10  *Establishment of Class B Units*.  

(a)           *General*.  TheBoard hereby designates and creates a series of Company Securities to be designated as “Class B Units” andconsisting of a total of 9,185,965 Class B Units, and fixes the designations,preferences and relative, participating, optional or other special rights,powers and duties of holders of the Class B Units as set forth in this Section5.10.  

(b)           *Allocations*.  Except as otherwise provided in thisAgreement, including Section 6.1(d)(iii), all items of Company income, gain,loss, deduction and credit shall be allocated to the Class B Units to the sameextent as such items would be so 

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allocated if such Class B Units were Units (other thanPrivately Placed Units) that were then Outstanding.

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

(d)           *Vote of Unitholders*.  Except asprovided in this Section 5.10, the Class B Units are not convertible intoUnits.  The Board shall, as promptly aspracticable following the issuance of the Class B Units, but in any event notlater than 90 days from the issuance of the Class B Units, take such actions asmay be necessary or appropriate to submit to a vote or consent of the holdersof the Units the approval of a change in the terms of the Class B Units toprovide that each Class B Unit will automatically convert into one Unit(subject to appropriate adjustment in the event of any split-up, combination orsimilar event affecting the Units that occurs prior to the conversion of theClass B Units) effective immediately upon such approval by the Unitholders ofthe issuance of additional Units upon such automatic conversion without anyfurther action by the holders thereof. The vote or consent required for such approval will be the requisitevote required under this Agreement and under the rules or staff interpretationsof the National Securities Exchange on which the Units are listed or admittedto trading for the listing or admission to trading of the Units that would beissued upon any such conversion.  Uponreceipt of such approval and compliance with Section 5.10(f), the terms of theClass B Units will be changed, automatically and without further action, sothat each Class B Unit is converted into one Unit and, immediately thereafter,none of the Class B Units shall be Outstanding.

(e)           *Change in Rules of National Securities Exchange*. If at any time (i) the rules of the National Securities Exchange onwhich the Units are listed or admitted to trading or the staff interpretationsof such rules are changed or (ii) facts or circumstances arise so that no voteor consent of Unitholders is required as a condition to the listing oradmission to trading of the Units that would be issued upon any conversion ofany Class B Units into Units as provided in Section 5.10(d), the terms of suchClass B Units will be changed so that each Class B Unit is converted (withoutfurther action or any vote of any Unitholders other than compliance withSection 5.10(f)) into one Unit (subject to appropriate adjustment in the eventof any split-up, combination or similar event affecting the Units that occursprior to the 

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conversion of the Class B Units) and, immediatelythereafter, none of the Class B Units shall be Outstanding.

(f)            *Surrenderof Certificates. *Upon receiptof the approval of the holders of the Units**toconvert the Class B Units into Units in accordance with Section 5.10(d) or achange in rules of the National Securities Exchange or a change in facts andcircumstances as described in Section 5.10(e), the Board shall give the holdersof the Class B Units prompt notice of such approval or change and, subject toSection 6.5, each holder of Class B Units shall promptly surrender the Class BUnit Certificates therefor, duly endorsed, at the office of the Company or ofany transfer agent for the Class B Units. In the case of any such conversion, the Company shall, as soon as practicablethereafter, issue and deliver at such office to such holder of Class B Unitsone or more Unit Certificates, registered in the name of such holder, for thenumber of Units to which such holder shall be entitled as aforesaid.  Such conversion shall be deemed to have beenmade as of the date of the event specified in Section 5.10(d) or Section5.10(e), as the case may be, and the Person entitled to receive the Unitsissuable upon such conversion shall be treated for all purposes as the recordholder of such Units on said date.

(g)           *VotingRights. *The Class B Units arenon-voting, except that the Class B Units shall be entitled to vote as aseparate class on any matter that adversely affects the rights or preferencesof the Class B Units in relation to other classes of Interests (including as a resultof a merger or consolidation) or as required by law.  The approval of a majority of the Class BUnits shall be required to approve any matter for which the holders of theClass B Units are entitled to vote.

6.             Section 6.1(c) of the Limited Liability CompanyAgreement is hereby amended to restate Section 6.1(c)(i)(B) as follows:

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

7.             Section 6.1(c) of the Limited Liability Company Agreementis hereby amended to add a new Section 6.1(c)(ii)(A) as follows:

(A)          First, to the holders of Class BUnits, Pro Rata, until the Capital Account in respect to each Class B Unit thenOutstanding has been reduced to zero; and

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

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9.             Article VI of the Limited Liability Company Agreement ishereby amended to add a new Section 6.1(d)(iii) as follows:

(iii)          *Priority Allocations*.  If the amount of cash or the Net Agreed Valueof any property distributed (except cash or property distributed or deemeddistributed pursuant to Section 5.4(a) of this Agreement with respect to ClassB Units or Privately Placed Units, or Section 10.3 of this Agreement) to anyholder of Class B Units with respect to its Class B Units for a taxable year isgreater (on a per Class B Unit basis) than the amount of cash or the Net AgreedValue of property distributed to the Unitholders with respect to their Units(on a per Unit basis), then each holder of Class B Units receiving such greatercash or property distribution shall be allocated gross income in an amountequal to the product of (a) the amount by which the distribution (on a perClass B Unit basis) to such holder of Class B Units exceeds the distribution(on a per Unit basis) to the Unitholders and (b) the number of Class B Unitsowned by the holder of Class B Units.

10.           Article VI of the Limited LiabilityCompany Agreement is hereby amended to add a new Section 6.1(d)(xii) asfollows:

(xii)          *Allocations for Class B Units and Privately PlacedUnits*.

                (A)          With respect to any taxable period ofthe Company ending upon, or after, a Book-Up Event, a Book-Down Event or a saleof all or substantially all of the assets of the Company occurring after thedate of issuance of the Class B Units and the Privately Placed Units, Companyitems of income or gain for such taxable period shall be allocated 100% (1) tothe Members holding Class B Units or converted Class B Units that areOutstanding as of the time of such event in proportion to the number of Class BUnits or converted Class B Units held by such Members, until each such Memberhas been allocated the amount that increases the Capital Account of such ClassB Unit or converted Class B Unit to the Per Unit Capital Amount for a thenoutstanding Unit (other than a converted Class B Unit or a Privately PlacedUnit) and (2) to the Members holding Privately Placed Units that areOutstanding as of the time of such event in proportion to the number ofPrivately Placed Units held by such Members, until each such Member has beenallocated the amount that increases the Capital Account of such PrivatelyPlaced Unit to the Per Unit Capital Amount for a then outstanding Unit (otherthan a Privately Placed Unit or a Class B Unit).  

                (B)           With respect to any taxable period ofthe Company ending upon, or after, the transfer of converted Class B Units orPrivately Placed Units to a Person that is not an Affiliate of the holder,Company items of income or gain for such taxable period shall be allocated 100%(1) to the 

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Members transferring such converted Class B Units inproportion to the number of converted Class B Units transferred by suchMembers, until each such Member has been allocated the amount that increasesthe Capital Account of such converted Class B Unit to the Per Unit CapitalAmount for a then outstanding Unit (other than a converted Class B Unit or aPrivately Placed Unit) and (2) to the Members transferring such PrivatelyPlaced Units in proportion to the number of Privately Placed Units transferredby such Members, until each such Member has been allocated the amount thatincreases the Capital Account of such Privately Placed Unit to the Per UnitCapital Amount for a then outstanding Unit (other than a Privately Placed Unitor a converted Class B Unit).

                (C)           With respect to the first taxableperiod of the Company ending upon, or after, the date of issuance of the ClassB Units or the Privately Placed Units, at the election of a Member holdingClass B Units or Privately Placed Units (the “Capital Account True-UpElection”), items of income or gain for such taxable period shall be allocated100% to the Members making such Capital Account True-Up Election with respectto Class B Units or Privately Placed Units that are Outstanding as of the timeof such Capital Account True-Up Election in proportion to the number of Class BUnits or Privately Placed Units held by such Members, until each such Memberhas been allocated the amount that increase, the Capital Account of such ClassB Unit or Privately Placed Unit to the Per Unit Capital Amount for a thenoutstanding Unit (other than a Class B Unit or a Privately Placed Unit).

11.           Section 6.1(d)(xi)(A) of the Limited Liability Company Agreement ishereby amended to replace the phrase “this Amended and Restated LimitedLiability Company Agreement” in the two places that it appears to “thisAgreement”.

12.           Section 6.4 of theLimited Liability Company Agreement is hereby amended to replace the referenceto “Section 5.6(b)” with “Section 5.5(b)”.

13.           Article VI is hereby amended to add anew Section 6.5 as follows:

Section 6.5             *Special ProvisionsRelating to Holders of Class B Units and Privately Placed Units.*  A holder of (1) a Privately Placed Unit or(2) a Class B Unit that has converted into a Unit pursuant to Section 5.10shall be required to provide notice to the Board of the number of PrivatelyPlaced Units or converted Class B Units transferred by such holder no laterthan the last Business Day of the calendar year during which such transferoccurred, unless (x) the transfer is to an Affiliate of the holder or (y) byvirtue of the application of Section 6.1(d)(xii)(B) to a prior transfer of theUnit or the application of Section 6.1(d)(xii)(A) or Section 6.1(d)(xii)(C),the Board has previously determined, based on advice of counsel, that thePrivately Placed Unit or converted Class B Unit should have, as a substantivematter, like intrinsic economic and federal income tax characteristics of anInitial Unit; provided, that such holder may cure any failure to provide suchnotice by providing such notice within 20 days of the last Business Day of

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such calendar year.  The sole and exclusive remedy for anyholder’s failure to provide any such notice shall be the enforcement of theremedy of specific performance against such holder and there will be nomonetary damages.  In connection with thecondition imposed by this Section 6.5, the Board shall take whatever steps arerequired to provide economic uniformity to the Privately Placed Units andconverted Class B Units in preparation for a transfer thereof, including theapplication of Section 6.1(d)(xii)(B); *provided, however*,that no such steps may be taken that would have a material adverse effect onthe Unitholders holding Units represented by Unit Certificates.

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

C.            Applicable Law. This Amendment shall be construed in accordance with and governed by thelaws of the State of Delaware, without regard to principles of conflicts oflaws.

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

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

 

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