**Exhibit 10.9**

SECONDAMENDMENT

TO

SECONDAMENDED AND RESTATED CREDIT AGREEMENT

Among

LINNENERGY, LLC

as Borrower,

BNPPARIBAS,

as AdministrativeAgent,

and

The LendersSignatory Hereto

Effective as of June29, 2007

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SECOND AMENDMENT TO SECOND AMENDED AND RESTATEDCREDIT AGREEMENT

This SECOND AMENDMENT TO SECONDAMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) executedeffective as of June 29, 2007 (the “Second Amendment Effective Date”) isamong LINN ENERGY, LLC, a limitedliability company formed under the laws of the State of Delaware (the “Borrower”);each of the undersigned guarantors (the “Guarantors”, and together withthe Borrower, the “Obligors”); each of the Lenders that is a signatoryhereto; and BNP PARIBAS, asadministrative agent for the Lenders (in such capacity, together with itssuccessors, the “Administrative Agent”).

Recitals

A.            The Borrower, the AdministrativeAgent and the Lenders are parties to that certain Second Amended and RestatedCredit Agreement dated as of August 1, 2006, as amended by that certain FirstAmendment to Second Amended and Restated Credit Agreement, dated as of February1, 2006 (as amended, the “Credit Agreement”), pursuant to which theLenders have made certain credit available to and on behalf of the Borrower.

B.            The Borrower has requested and theAdministrative Agent and the Lenders have agreed to amend certain provisions ofthe Credit Agreement.

C.            NOW, THEREFORE, in consideration ofthe premises and the mutual covenants herein contained, for good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows:

Section 1.               Defined Terms.  Each capitalized term which is defined in theCredit Agreement, but which is not defined in this Second Amendment, shall havethe meaning ascribed such term in the Credit Agreement.  Unless otherwise indicated, all sectionreferences in this Second Amendment refer to the Credit Agreement.

Section 2.               Amendments to Credit Agreement.

2.1           Definitions.  Section 1.02 is hereby amended by amendingand restated the definition of “Agreement” as follows:

“ ‘Agreement’means this Second Amended and Restated Credit Agreement, as amended by thatcertain First Amendment to Second Amended and Restated Credit Agreement, dated asof February 1, 2007 and by that certain Second Amendment to Second Amended andRestated Credit Agreement, dated as of June 29, 2007, and as the same may fromtime to time be further amended, modified, supplemented or restated.”

2.2           Section 2.08.  Section 2.08(c) is hereby amended andrestated in its entirety as follows:

“(c)         Expiration Date.  Each Letter of Credit shall expire at orprior to the close of business on the earlier of (i) the date eighteen monthsafter the date of the

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issuance ofsuch Letter of Credit (or, in the case of any renewal or extension thereof, oneyear after such renewal or extension) and (ii) the date that is five BusinessDays prior to the Maturity Date.”

2.3           Section 7.21.  Section 7.21 is hereby amended and restatedin its entirety as follows:

Section 7.21           Use of Loans and Letters of Credit.  The proceeds of the Loans and the Letters ofCredit shall be used (a) to provide working capital, (b) to refinance existingindebtedness (including the Existing Credit Agreement), (c) for theacquisition, exploration and development of oil and gas properties, includingthe Blacksand Acquisition and the Kaiser Francis Acquisition, (d) for theissuance of Letters of Credit, and (e) for general corporate purposes,including Restricted Payments.  TheBorrower and its Subsidiaries are not engaged principally, or as one of its ortheir important activities, in the business of extending credit for thepurpose, whether immediate, incidental or ultimate, of buying or carryingmargin stock (within the meaning of Regulation T, U or X of the Board).  No part of the proceeds of any Loan or Letterof Credit will be used for any purpose which violates the provisions ofRegulations T, U or X of the Board.”

Section3.               Waiver.

TheBorrower has informed the Administrative Agent that it may have violatedSection 7.21 when it borrowed on May 11, 2007, resulting in a utilization rateof 90.1% and then paid distributions on May 14, 2007.   Therefore, the Borrower hereby requests, andthe Administrative Agent and the Majority Lenders hereby agree, to waive Section7.21 for such distribution.  Except asexpressly waived herein, all covenants, obligations and agreements of theBorrower contained in the Credit Agreement and the other Loan Documents shallremain in full force and effect in accordance with their terms.

Neitherthe execution by the Administrative Agent or the Lenders of this SecondAmendment, nor any other act or omission by the Administrative Agent or theLenders or their officers in connection herewith, shall be deemed a waiver bythe Administrative Agent or the Lenders of any other defaults which may exist,which may have occurred prior to the distribution above, or which may occur inthe future under the Credit Agreement and/or the other Loan Documents, or anyfuture defaults of the same provision waived hereunder (collectively “OtherViolations”).  Similarly, nothingcontained in this letter shall directly or indirectly in any way whatsoevereither: (i) impair, prejudice or otherwise adversely affect the AdministrativeAgent’s or the Lenders’ right at any time to exercise any right, privilege orremedy in connection with the Loan Documents with respect to any OtherViolations, (ii) amend or alter any provision of the Credit Agreement, theother Loan Documents, or any other contract or instrument, or (iii) constituteany course of dealing or other basis for altering any obligation of theBorrower or any right, privilege or remedy of the Administrative Agent or theLenders under the Credit Agreement, the other Loan Documents, or any othercontract or instrument.  Nothing in thisletter shall be construed to be a consent by the Administrative Agent or theLenders to any Other Violations.

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Section 4.               Scheduled Redetermination ofthe Borrowing Base.  Pursuant to theApril 1 Scheduled Redetermination, the Borrowing Base shall be increased to $765,000,000,effective from and including the Second Amendment Effective Date to butexcluding the next Redetermination Date. Notwithstanding the foregoing, the Borrowing Base may be subject tofurther adjustments from time to time pursuant to Section 8.13 or Section 9.12.

Section 5.               ConditionsPrecedent.  The effectiveness of thisSecond Amendment is subject to the receipt by the Administrative Agent of thefollowing documents and satisfaction of the other conditions provided in this Section5, each of which shall be reasonably satisfactory to the Administrative Agentin form and substance:

5.1           Payment by theBorrower to the Administrative Agent of all fees and other amounts due andpayable on or prior to the Second Amendment Effective Date, including, to theextent invoiced, reimbursement or payment of all out-of-pocket expensesrequired to be reimbursed or paid by the Borrower.

5.2           The AdministrativeAgent shall have received multiple counterparts as requested of this SecondAmendment from each Lender.

5.3           The Administrative Agent shall havereceived such other documents as the Administrative Agent or special counsel tothe Administrative Agent may reasonably request.

5.4           No Default or Event of Default shallhave occurred and be continuing as of the Second Amendment Effective Date.

Section 6.               Representationsand Warranties; Etc.  Each Obligorhereby affirms:  (a) that as of the dateof execution and delivery of this Second Amendment, all of the representationsand warranties contained in each Loan Document to which such Obligor is a partyare true and correct in all material respects as though made on and as of the SecondAmendment Effective Date (unless made as of a specific earlier date, in whichcase, was true as of such date); and (b) that after giving effect to this SecondAmendment and to the transactions contemplated hereby, no Defaults exist underthe Loan Documents or will exist under the Loan Documents.

Section 7.               Miscellaneous.

7.1           Confirmation.  The provisions of the Credit Agreement (asamended by this Second Amendment) shall remain in full force and effect inaccordance with its terms following the effectiveness of this Second Amendment.

7.2           Ratification andAffirmation of Obligors.  Each of theObligors hereby expressly (i) acknowledges the terms of this Second Amendment,(ii) ratifies and affirms its obligations under the Guarantee Agreement and theother Security Instruments to which it is a party, (iii) acknowledges, renewsand extends its continued liability under the Guarantee Agreement and the otherSecurity Instruments to which it is a party and agrees that its guarantee underthe Guarantee Agreement and the other Security Instruments to which it is aparty remains in full force and effect with respect to the Indebtedness asamended hereby.

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7.3           Counterparts.  This Second Amendment may be executed by oneor more of the parties hereto in any number of separate counterparts, and allof such counterparts taken together shall be deemed to constitute one and thesame instrument.

7.4           No Oral Agreement.  THISWRITTEN SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTSEXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENTBETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO SUBSEQUENT ORAL AGREEMENTSBETWEEN THE PARTIES.

7.5           Governing Law.  THIS SECONDAMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITYHEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THESTATE OF TEXAS.

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IN WITNESS WHEREOF, the parties hereto have caused this SecondAmendment to be duly executed effective as of the date first written above.
| **BORROWER:**   | ** ** | **LINN ENERGY, LLC**               |
|-----------------|------------|------------------------------------|
| ** **      | ** ** | ** **                         |
| ** **      |
|            |       | By:                                | /s/ Kolja Rockov |
|            |       |                               | Kolja Rockov, Executive Vice President |
|            |       |                               | and Chief Financial Officer |
|            |       |                               |
| **GUARANTORS:** | ** ** | **LINN  ENERGY HOLDINGS, LLC**     |
| ** **      | ** ** | ** **                         |
|            |       | **LINN OPERATING, INC.**           |
|            |       | ** **                         |
|            |       | **PENN WEST PIPELINE, LLC**        |
|            |       | ** **                         |
|            |       | **PENN WEST STORAGE, LLC**         |
|            |       | ** **                         |
|            |       | **MID ATLANTIC WELL  SERVICE,**    |
|            |       | **INC.**                           |
|            |       | ** **                         |
|            |       | **LINN WESTERN OPERATING,  INC.**  |
|            |       | ** **                         |
|            |       | **LINN WESTERN  PROCESSING, LLC**  |
|            |       | ** **                         |
|            |       | **LINN MID-CONTINENT  OPERATING,** |
|            |       | **INC.**                           |
|            |       | ** **                         |
|            |       | ** **                         |
|            |       | By:                                |   /s/  Kolja Rockov |
|            |       |                               | Kolja Rockov |
|            |       |                               | Executive Vice President and Chief |
|            |       |                               | Financial Officer |
|                 |            |                                    |  |  |  |  |  |

 

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** **
| **ADMINISTRATIVE AGENT:** | ** ** | **BNP PARIBAS,**                   |
|---------------------------|------------|------------------------------------|
|                      |       | as Administrative Agent and Lender |
|                      |       |                               |
|                      |       |                               |
|                      |       | By:                                | /s/ Douglas R.  Liftman |
|                      |       | Name:                              | Douglas R. Liftman |
|                      |       | Title:                             | Managing Director |
|                      |       |                               |
|                      |       |                               |
|                      |       | By:                                | /s/ Betsy Jocher |
|                      |       | Name:                              | Betsy Jocher |
|                      |       | Title:                             | Director |

 

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| **LENDERS:** | ** ** | **ROYAL BANK OF CANADA,**as a  Syndication |
|--------------|------------|--------------------------------------------|
|         |       | Agent and a Lender                         |
|         |       |                                       |
|         |       |                                       |
|         |       | By:                                        | /s/ Linda M.  Stephens |
|         |       | Name:                                      | Linda M. Stephens |
|         |       | Title:                                     | Authorized Signatory |

 

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|        | ** ** | **SOCIETE GENERALE,**as  a Syndication Agent |
|--------|------------|----------------------------------------------|
|   |       | and a Lender                                 |
|   |       |                                         |
|   |       |                                         |
|   |       | By:                                          | /s/ Elena  Robciuc |
|   |       | Name:                                        | Elena Robciuc |
|   |       | Title:                                       | Director |

 

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|        | ** ** | **COMERICA BANK,**as  a Documentation Agent and a |
|--------|------------|---------------------------------------------------|
|   |       | Lender                                            |
|   |       |                                              |
|   |       |                                              |
|   |       | By:                                               | /s/ Josh Strong |
|   |       | Name:                                             | Josh Strong |
|   |       | Title:                                            | Assistant Vice President |

 

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|        | ** ** | **CITIBANK, N.A.,**as  a Documentation Agent and |
|--------|------------|--------------------------------------------------|
|   |       | a Lender                                         |
|   |       |                                             |
|   |       |                                             |
|   |       | By:                                              | /s/ Thomas  Benavides |
|   |       | Name:                                            | Thomas Benavides |
|   |       | Title:                                           | Vice President |

 

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| **NEW LENDERS:** | ** ** | **BMO CAPITAL MARKETS FINANCING,** |
|------------------|------------|------------------------------------|
|             |       | **INC.,**as a Lender               |
|             |       |                               |
|             |       |                               |
|             |       | By:                                | /s/ James V.  Ducote |
|             |       | Name:                              | James V. Ducote |
|             |       | Title:                             | Director |

 

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|        | ** ** | **JPMORGAN CHASE BANK, N.A.,**as  a Lender |
|--------|------------|--------------------------------------------|
|   |       |                                       |
|   |       |                                       |
|   |       | By:                                        | /s/ Jo Linda  Papadakis |
|   |       | Name:                                      | Jo Linda Papadakis |
|   |       | Title:                                     | Vice President |

 

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|        | ** ** | **DEUTSCHE  BANK TRUST COMPANY** |
|--------|------------|----------------------------------|
|   |       | **AMERICAS,**as a Lender         |
|   |       |                             |
|   |       |                             |
|   |       | By:                              | /s/ Susan  LeFevre |
|   |       | Name:                            | Susan LeFevre |
|   |       | Title:                           | Director |
|   |       |                             |   |
|   |       |                             |   |
|   |       | By:                              | /s/ Evelyn  Thierry |
|   |       | Name:                            | Evelyn Thierry |
|   |       | Title:                           | Vice President |

 

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|        | ** ** | **KEYBANK  NATIONAL ASSOCIATION,**as a |
|--------|------------|----------------------------------------|
|   |       | Lender                                 |
|   |       |                                   |
|   |       |                                   |
|   |       | By:                                    | /s/ Laurence A.  Mack |
|   |       | Name:                                  | Laurence A. Mack |
|   |       | Title:                                 | E.V.P. |

 

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|        | ** ** | **WACHOVIA  BANK, NATIONAL** |
|--------|------------|------------------------------|
|   |       | **ASSOCIATION,**as a Lender  |
|   |       |                         |
|   |       |                         |
|   |       | By:                          | /s/ Philip  Trinder |
|   |       | Name:                        | Philip Trinder |
|   |       | Title:                       | Director |

 

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|        | ** ** | **FORTIS  CAPITAL CORP.,**as a Lender |
|--------|------------|---------------------------------------|
|   |       | ** **                            |
|   |       |                                  |
|   |       | By:                                   | /s/ David  Montgomery |
|   |       | Name:                                 | David Montgomery |
|   |       | Title:                                | Senior Vice President |
|   |       |                                  |   |
|   |       |                                  |   |
|   |       | By:                                   | /s/ Darrell  Holley |
|   |       | Name:                                 | Darrell Holley |
|   |       | Title:                                | Managing Director |

 

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|        | ** ** | **ALLIED  IRISH BANK, p.l.c.,**as a Lender |
|--------|------------|--------------------------------------------|
|   |       | ** **                                 |
|   |       |                                       |
|   |       | By:                                        | /s/ David  O’Driscoll |
|   |       | Name:                                      | David O’Driscoll |
|   |       | Title:                                     | Assistant Vice President |
|   |       |                                       |   |
|   |       |                                       |   |
|   |       | By:                                        | /s/ Mark  Connelly |
|   |       | Name:                                      | Mark Connelly |
|   |       | Title:                                     | SVP |

 

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|        | ** ** | **AMEGY  BANK NATIONAL ASSOCIATION,** |
|--------|------------|---------------------------------------|
|   |       | as a Lender                           |
|   |       |                                  |
|   |       |                                  |
|   |       | By:                                   | /s/ W. Bryan  Chapman |
|   |       | Name:                                 | W. Bryan Chapman |
|   |       | Title:                                | Senior Vice President |

 

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|        | ** ** | **U.S.  BANK NATIONAL ASSOCIATION,**as a |
|--------|------------|------------------------------------------|
|   |       | Lender                                   |
|   |       |                                     |
|   |       |                                     |
|   |       | By:                                      | /s/ Mark E.  Thompson |
|   |       | Name:                                    | Mark E. Thompson |
|   |       | Title:                                   | Senior Vice President |

 

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|        | ** ** | **LEHMAN  COMMERICAL PAPER INC.,** as a |
|--------|------------|-----------------------------------------|
|   |       | Lender                                  |
|   |       |                                    |
|   |       |                                    |
|   |       | By:                                     | /s/ Ritam Bhalla |
|   |       | Name:                                   | Ritam Bhalla |
|   |       | Title:                                  | Authorized Signatory |

 

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