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Exhibit 10.2
 Execution Copy
 REGISTRATION RIGHTS AGREEMENT
 BY AND AMONG
 LINN ENERGY, LLC
 AND
 THE PURCHASERS NAMED HEREIN




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Table of Contents
 PageARTICLE I DEFINITIONS
    
    
    1Section 1.01 Definitions
    
    
    1Section 1.02 Registrable Securities
    
    
    2ARTICLE II REGISTRATION RIGHTS
    
    
    3Section 2.01 Registration
    
    
    3Section 2.02 Piggyback Rights
    
    
    5Section 2.03 Underwritten Offering
    
    
    7Section 2.04 Sale Procedures
    
    
    8Section 2.05 Cooperation by Holders
    
    
    11Section 2.06 Restrictions on Public Sale by Holders of Registrable Securities
    
    
    11Section 2.07 Expenses
    
    
    12Section 2.08 Indemnification
    
    
    12Section 2.09 Rule 144 Reporting
    
    
    14Section 2.10 Transfer or Assignment of Registration Rights
    
    
    15Section 2.11 Limitation on Subsequent Registration Rights
    
    
    15ARTICLE III MISCELLANEOUS
    
    
    15Section 3.01 Communications
    
    
    15Section 3.02 Successor and Assigns
    
    
    16Section 3.03 Aggregation of Purchased Units
    
    
    16Section 3.04 Recapitalization, Exchanges, Etc. Affecting the Units
    
    
    16Section 3.05 Specific Performance
    
    
    16Section 3.06 Counterparts
    
    
    16Section 3.07 Headings
    
    
    16Section 3.08 Governing Law
    
    
    16Section 3.09 Severability of Provisions
    
    
    16Section 3.10 Entire Agreement
    
    
    16Section 3.11 Amendment
    
    
    17Section 3.12 No Presumption
    
    
    17Section 3.13 Obligations Limited to Parties to Agreement
    
    
    17
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REGISTRATION RIGHTS AGREEMENT
 Agreement Linn
Energy Purchaser Purchasers
 Purchase Agreement
   ARTICLE I
DEFINITIONS
 Definitions
 Agreement
 Class B Holders
 Class B/C Registration Statement Effective Date
 Class C Holder
 Effectiveness Period
 Holder
 Included Registrable Securities
 Linn Energy
 Liquidated Damages
 Liquidated Damages Multiplier
 1




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Losses
 Managing Underwriter
 Opt Out Notice
 Partners
 Placement Agent
 Purchase Agreement
 Purchaser Purchasers
 Purchaser Underwriter Registration Statement
 Registrable Securities
 Registration Expenses
 Registration Statement
 Selling Expenses
 Selling Holder
 Underwritten Offering
 Registrable Securities
 2




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ARTICLE II
REGISTRATION RIGHTS
 Registration
  Deadline To Go Effective Class B/C Registration Statement Effective Date Class B Holders Class C Holders Registration Statement Effectiveness Period
 Failure To Go Effective Liquidated Damages provided, however
 3




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provided however
 Waiver of Liquidated Damages
 Delay Rights 4
       provided however
 Additional Rights to Liquidated Damages
 Piggyback Rights
 Participation Included Registrable Securities provided however
 5




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Opt Out Notice provided
 Priority of Rights Partners 6
        Underwritten Offering
 Request for Underwritten Offering provided however
 General Procedures provided however
 7




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Sale Procedures
    provided however
  8




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9




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provided however
     Purchaser Underwriter Registration Statement provided however
 10




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Cooperation by Holders
 Restrictions on Public Sale by Holders of Registrable Securities provided however
 11




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Expenses
 Certain Definitions Registration Expenses Selling Expenses
 Expenses
 Indemnification
 By Linn Energy Losses 12
       provided however
 By Each Selling Holder provided however
 Notice provided however
 13




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Contribution provided however
 Other Indemnification
 Rule 144 Reporting
   14




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Transfer or Assignment of Registration Rights provided however
 Limitation on Subsequent Registration Rights
 ARTICLE III
MISCELLANEOUS
 Communications
     15




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Successor and Assigns
 Aggregation of Purchased Units
 Recapitalization, Exchanges, Etc. Affecting the Units
 Specific Performance
 Counterparts
 Headings
 Governing Law
 Severability of Provisions
 Entire Agreement
 16




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Amendment provided however
 No Presumption
 Obligations Limited to Parties to Agreement
 [The remainder of this page is intentionally left blank]
 17




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LINN ENERGY, LLCBy:

/s/
Mark E. EllisMark E. EllisExecutive Vice President &
Chief Operating Officer




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LEHMAN BROTHERS MLP OPPORTUNITY FUND L.P.By:
    /s/ Kyri LoupisName:
    Kyri LoupisTitle:
    Senior Vice PresidentFIR TREE RECOVERY MASTER FUND LPBy:
    Fir Tree, Inc., its investment managerBy:
    /s/ Brian MeyerName:
    Brian MeyerTitle:
    Authorized PersonFIR TREE VALUE MASTER FUND, LPBy:
    Fir Tree, Inc., its investment managerBy:
    /s/ Brian MeyerName:
    Brian MeyerTitle:
    Authorized PersonCREDIT SUISSE MANAGEMENT LLCBy:
    /s/ Shawn SullivanName:
    Shawn SullivanTitle:
    Managing Director




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CITIGROUP FINANCIAL PRODUCTS INC.By:
    /s/ Bret EngelkemierName:
    Bret EngelkemierTitle:
    Managing Director GRACIE CAPITAL, LPBy:
    /s/ Greg PearsonName:
    Greg PearsonTitle:
    Chief Financial Officer GRACIE CAPITAL II, LPBy:
    /s/ Greg PearsonName:
    Greg PearsonTitle:
    Chief Financial Officer GRACIE CAPITAL INTERNATIONAL, LTD.By:
    /s/ Greg PearsonName:
    Greg PearsonTitle:
    Chief Financial Officer GRACIE CAPITAL INTERNATIONAL II, LTD.By:
    /s/ Greg PearsonName:
    Greg PearsonTitle:
    Chief Financial Officer




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GRACIE CREDIT OPPORTUNITIES MASTER FUND, LPBy:
    /s/ Greg PearsonName:
    Greg PearsonTitle:
    Chief Financial OfficerGUGGENHEIM PORTFOLIO COMPANY XLII, LLCBy:
    /s/ Greg PearsonName:
    Greg PearsonTitle:
    Chief Financial OfficerWAYLAND DISTRESSED OPPORTUNITIES FUND I-B, LLCBy:
    Wayzata Investment Partners LLC, its ManagerBy:
    /s/ Blake M. CarlsonName:
    Blake M. CarlsonTitle:
    Authorized SignatoryWAYLAND DISTRESSED OPPORTUNITIES FUND I-C, LLCBy:
    Wayzata Investment Partners LLC, its ManagerBy:
    /s/ Blake M. CarlsonName:
    Blake M. CarlsonTitle:
    Authorized Signatory




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WAYLAND OPPORTUNITIES FUND, LLCBy:
    Wayzata Investment Partners LLC, its ManagerBy:
    /s/ Blake M. CarlsonName:
    Blake M. CarlsonTitle:
    Authorized Signatory STRUCTURED FINANCE AMERICAS LLCBy:
    /s/ Jill H. RathjenName:
    Jill H. RathjenTitle:
    Vice President STRUCTURED FINANCE AMERICAS LLCBy:
    /s/ Sunil HenamName:
    Sunil HenamTitle:
    Vice President BARON INVESTMENT FUNDS TRUST on behalf of      the BARON SMALL CAP FUND SERIESBy:
    /s/ IllegibleName:Title:
    Chief Operating Officer and General
Counsel




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UBS AG LONDON BRANCHBy:
    /s/ Chris CowardName:
    Chris CowardTitle:
    Director PETER C. GEORGIOPOULOSBy:
    /s/ Peter C. GeorgiopoulosName:
    Peter C. GeorgiopoulosTitle: HARVEST FUND ADVISORS LLC on
behalf of     HARVEST INFRASTRUCTURE PARTNERS     FUND LLCBy:
    /s/ Anthony MerhigeName:
    Anthony MerhigeTitle:
    Chief Administrative Officer and
General Counsel HOWARD L. TERRYBy:
    /s/ Howard L. TerryName:
    Howard L. TerryTitle:




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STROME MLP FUND, L.P.By:
    /s/ P.W.C. DaviesName:
    P.W.C. DaviesTitle:
    Chief Executive Officer GERALD H. SMITHBy:
    /s/ Gerald H. SmithName:
    Gerald H. SmithTitle: