**Exhibit10.10**

THIRDAMENDMENT

TO

SECONDAMENDED AND RESTATED CREDIT AGREEMENT

Among

LINNENERGY, LLC

as Borrower,

BNPPARIBAS,

as AdministrativeAgent,

and

The LendersSignatory Hereto

Effective as of July13, 2007

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THIRD AMENDMENT TO SECOND AMENDED AND RESTATEDCREDIT AGREEMENT

This THIRD AMENDMENT TO SECONDAMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”) executedeffective as of July 13, 2007 (the “Third 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, 2007 and the Second Amendment to Amended and Restated Credit Agreement,dated as of June 29, 2007 (as amended, the “Credit Agreement”), pursuantto which the Lenders have made certain credit available to and on behalf of theBorrower.

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 Third Amendment, shall havethe meaning ascribed such term in the Credit Agreement.  Unless otherwise indicated, all sectionreferences in this Third 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, datedas of February 1, 2007, by that certain Second Amendment to Second Amended andRestated Credit Agreement, dated as of June 29, 2007 and by that certain ThirdAmendment to Second Amended and Restated Credit Agreement, dated as of July 13,2007, and as the same may from time to time be further amended, modified,supplemented or restated.”

2.2           Section 9.02.  Section 9.02(a) is hereby amended andrestated in its entirety as follows:

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“(a)         the Notes or other Indebtedness or anyguaranty of or suretyship arrangement for the Notes or other Indebtedness.”

Section3.               Waiver.

TheBorrower has informed the Administrative Agent that it has executed deferredpremium put agreements with a Lender or an Affiliate of a Lender, and suchdeferred premium put agreements could be characterized as Debt not currentlypermitted by Section 9.02.  Section9.02(a) as amended by this Third Amendment permits such deferred premium putagreements so long as such put agreements are with a Lender or an Affiliate ofa Lender, as such put agreements would constitute “Indebtedness”.  Therefore, the Borrower hereby requests, andthe Administrative Agent and the Majority Lenders hereby agree, to waive Section9.02 to allow such deferred premium put agreements.  Except as expressly waived herein, allcovenants, obligations and agreements of the Borrower contained in the CreditAgreement and the other Loan Documents shall remain in full force and effect inaccordance with their terms.

Neitherthe execution by the Administrative Agent or the Lenders of this Third Amendment,nor any other act or omission by the Administrative Agent or the Lenders ortheir officers in connection herewith, shall be deemed a waiver by theAdministrative 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.

Section 4.               ConditionsPrecedent.  The effectiveness of thisThird Amendment is subject to the receipt by the Administrative Agent of thefollowing documents and satisfaction of the other conditions provided in this Section4, each of which shall be reasonably satisfactory to the Administrative Agentin form and substance:

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

4.2           The AdministrativeAgent shall have received multiple counterparts as requested of this ThirdAmendment from the Majority Lenders.

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

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

Section 5.               Representationsand Warranties; Etc.  Each Obligorhereby affirms:  (a) that as of the dateof execution and delivery of this Third 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 ThirdAmendment 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 ThirdAmendment and to the transactions contemplated hereby, no Defaults exist underthe Loan Documents or will exist under the Loan Documents.

Section 6.               Miscellaneous.

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

6.2           Ratification andAffirmation of Obligors.  Each of theObligors hereby expressly (i) acknowledges the terms of this Third 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.

6.3           Counterparts.  This Third 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.

6.4           No Oral Agreement.  THISWRITTEN THIRD 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 AGREEMENTS BETWEENTHE PARTIES.

6.5           Governing Law.  THIS THIRDAMENDMENT (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 Third Amendmentto be duly executed effective as of the date first written above.
| **BORROWER:**   | ** ** | **LINN ENERGY, LLC**               |
|-----------------|------------|------------------------------------|
| ** **      | ** ** | ** **                         |
| ** **      |
|            |       | By:                                | /s/ Michael C.  Linn |
|            |       |                               | Michael C. Linn, Chairman, President and |
|            |       |                               | Chief Executive 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/ Michael C.  Linn |
|            |       |                               | Michael C. Linn, Chairman, President |
|            |       |                               | and Chief Executive 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/ Don J. McKinnerney |
|         |       | Name:                                          | Don J. McKinnerney |
|         |       | 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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|        | ** ** | **FORTIS CAPITAL CORP.,**as a  Lender |
|--------|------------|---------------------------------------|
|   |       |                                  |
|   |       |                                  |
|   |       | By:                                   | /s/ David  Montgomery |
|   |       | Name:                                 | David Montgomery |
|   |       | Title:                                | Senior Vice President |
|   |       |                                  |   |
|   |       |                                  |   |
|   |       | By:                                   | /s/ Deirdre  Sanborn |
|   |       | Name:                                 | Deirdre Sanborn |
|   |       | Title:                                | Senior Vice President |

 

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

 

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|        | ** ** | **BMO CAPITAL MARKETS FINANCING,** |
|--------|------------|------------------------------------|
|   |       | **INC.,**as a Lender               |
|   |       |                               |
|   |       |                               |
|   |       | By:                                | /s/ Mary Lou  Allen |
|   |       | Name:                              | Mary Lou Allen |
|   |       | Title:                             | Vice President |

 

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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/ Evelyn  Thierry |
|   |       | Name:                           | Evelyn Thierry |
|   |       | Title:                          | Vice President |
|   |       |                            |   |
|   |       |                            |   |
|   |       | By:                             | /s/ Susan  LeFevre |
|   |       | Name:                           | Susan LeFebre |
|   |       | Title:                          | 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/ Aidan  Lanigan |
|   |       | Name:                                      | Aidan Lanigan |
|   |       | Title:                                     | Vice President |

 

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|        | ** ** | **U.S. BANK NATIONAL ASSOCIATION,**as  a**** |
|--------|------------|----------------------------------------------|
|   |       | Lender                                       |
|   |       |                                         |
|   |       |                                         |
|   |       | By:                                          | /s/ Justin M.  Alexander |
|   |       | Name:                                        | Justin M. Alexander |
|   |       | Title:                                       | Vice President |

 

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