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Exhibit 10.6    
    


 
  Execution Version    
    


 
 

FOURTH AMENDMENT    
    
    TO    
    
    CREDIT AGREEMENT    
    
    AMONG    
    
    LINN ENERGY, LLC,    
    
    AS BORROWER,    
    
    THE GUARANTORS,    
    

BNP PARIBAS,    
    
    AS ADMINISTRATIVE AGENT,    
    
    AND    
    
    THE LENDERS PARTY HERETO    
    
    Dated as of December 19, 2005    











 
 

FOURTH AMENDMENT TO CREDIT AGREEMENT    
    


        THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Fourth
Amendment") dated as of December 19, 2005, is among LINN ENERGY, LLC (formerly known as Linn Energy Holdings, LLC), a Delaware limited liability company (the
"Borrower"); each of the lenders party to the Credit Agreement referred to below (collectively, the
"Lenders"); and BNP PARIBAS, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the
"Administrative Agent"). 


R E C I T A L S  


        A.    The
Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of April 13, 2005 (as amended by that certain First
Amendment to Credit Agreement and Consent, dated as of May 3, 2005, by that certain Second Amendment to Credit Agreement dated as of August 12, 2005, and by that certain Third Amendment
dated as of October 27, 2005 and as amended, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement"), pursuant to
which the Lenders have made certain credit available to and on behalf of the Borrower. 


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


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


        Section 1.    Defined Terms.    Each capitalized term used herein but not otherwise defined herein has the
meaning given such term in the Credit Agreement, as amended by this Fourth Amendment. Unless otherwise indicated, all section references in this Fourth Amendment refer to sections of the Credit
Agreement. 


        Section 2.    Amendments to Credit Agreement. 


        2.1   Amendments to Section 9.01.    Subsections (a) and (b) of Section 9.01 are hereby
amended and restated in their entirety as follows: 



        (a)   Ratio of EBITDA to Interest Expense.    The Borrower will not, as of the last day of any fiscal quarter, permit
its ratio of EBITDA for the fiscal quarter then ending to Interest Expense for such fiscal quarter to be less than 2.5 to 1.0; provided that (i) for the period ending June 30, 2005,
EBITDA and Interest Expense shall be EBITDA and Interest Expense of the Borrower for the six-month period ending on such date, (ii) for the period ending September 30, 2005,
EBITDA and Interest Expense shall be EBITDA and Interest Expense of the Borrower for the nine-month period ending on such date, and (iii) for the period ending December 31,
2005, EBITDA and Interest Expense shall be EBITDA and Interest Expense of the Borrower for the twelve-month period ending on such date. 



        (b)   Current Ratio.    The Borrower will not permit, as of the last day of any fiscal quarter, its ratio of
(i) consolidated current assets (including the unused amount of the total Commitments, but excluding non-cash assets under FAS 133) to (ii) consolidated current
liabilities (excluding obligations under the Subordinated Credit Agreement, non-cash obligations under FAS 133 and current maturities under this Agreement) to be less than 1.0 to
1.0. 




        Section 3.    Conditions Precedent.    This Fourth Amendment shall not become effective until the date on which
each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (the "Effective Date"): 


        3.1   The
Administrative Agent shall have received from the Administrative Agent, all of the Lenders and each of the Obligors, counterparts (in such number as may be requested
by the Administrative Agent) of this Fourth Amendment signed on behalf of such Person. 







 



        3.2   The
Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the date hereof. 


        3.3   No
Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Fourth Amendment. 


        3.4   The
Administrative Agent shall have received such other documents as the Administrative Agent or their special counsel may reasonably require. 


        Section 4.    Miscellaneous. 


        4.1   Confirmation.    The provisions of the Credit Agreement, as amended by this Fourth Amendment, shall remain in
full force and effect following the effectiveness of this Fourth Amendment. 


        4.2   Ratification and Affirmation; Representations and Warranties.    Each of the Obligors hereby expressly
(i) acknowledges the terms of this Fourth Amendment, (ii) ratifies and affirms its obligations under the Guarantee Agreement and the other Security Instruments to which it is a party,
(iii) acknowledges, renews and extends its continued liability under the Guarantee Agreement and the other Security Instruments to which it is a party and agrees that its guarantee under the
Guarantee Agreement and the other Security Instruments to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby. 


        4.3   Counterparts.    This Fourth Amendment may be executed by one or more of the parties hereto in any number of
separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Fourth Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof. 



        4.4   No Oral Agreement.    This Fourth Amendment, the Credit Agreement and the other Loan Documents executed in
connection herewith and therewith represent the final agreement between 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 between the parties. 


        4.5   GOVERNING LAW.    THIS FOURTH AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF)
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. 


[SIGNATURES
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        IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed as of the date first written above. 



	BORROWER:	 	LINN ENERGY, LLC
	

 	
 	

By:	

/s/ Kolja Rockov
 Kolja Rockov

Executive Vice President & Chief Financial Officer




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Guarantors are signing solely for purposes of Section 4.2 of this Fourth Amendment Agreement to ratify their obligations under the Guaranty and
Pledge Agreement.



	GUARANTORS:	 	LINN ENERGY HOLDINGS, LLC
	

 	
 	

By:	

/s/ Kolja Rockov
 Kolja Rockov

Executive Vice President & Chief Financial Officer
	

 	
 	

LINN OPERATING, INC.
	

 	
 	

By:	

/s/ Kolja Rockov
 Kolja Rockov

Executive Vice President & Chief Financial Officer
	

 	
 	

MID ATLANTIC WELL SERVICE, INC.
	

 	
 	

By:	

/s/ Kolja Rockov
 Kolja Rockov

Executive Vice President & Chief Financial Officer




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	ADMINISTRATIVE AGENT:	 	BNP PARIBAS,

as Administrative Agent
	

 	
 	

By:	

/s/ Douglas R. Liftman

	 	 	Name: Douglas R. Liftman

            Managing Director
	

 	
 	

By:	

/s/ Betsy Jocher

	 	 	Name: Betsy Jocher

Title:   Vice President
	

LENDERS:	
 	

BNP PARIBAS
	

 	
 	

By:	

/s/ Douglas R. Liftman

	 	 	Name: Douglas R. Liftman

Title:   Managing Director
	

 	
 	

By:	

/s/ Betsy Jocher

	 	 	Name: Betsy Jocher

Title:   Vice President
	

 	
 	

ROYAL BANK OF CANADA
	

 	
 	

By:	

/s/ Jason York

	 	 	Name: Jason York

Title:   Authorized Signatory
	

 	
 	

COMERICA BANK
	

 	
 	

By:	

/s/ Huma Vadgama

	 	 	Name: Huma Vadgama

Title:  Vice President
	

 	
 	

SOCIETE GENERALE
	

 	
 	

By:	

/s/ Graeme Bullen

	 	 	Name: Graeme Bullen

Title:   Director




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Exhibit 10.6

Execution Version


FOURTH AMENDMENT TO CREDIT AGREEMENT AMONG LINN ENERGY, LLC, AS BORROWER, THE GUARANTORS, BNP PARIBAS, AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO Dated as of December 19, 2005



FOURTH AMENDMENT TO CREDIT AGREEMENT