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Exhibit 10.9    
    


 
 

SECOND AMENDMENT    
    
    TO    
    
    CREDIT AGREEMENT    
    
    AMONG    
    
    LINN ENERGY, LLC
as Borrower,    
    
    ROYAL BANK OF
CANADA,
as Administrative Agent,    
    
    and    
    
    The Lenders Signatory Hereto
    
    
    Effective as of December 19, 2005    










 
 

SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT    




        THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") executed effective as
of the 19th of December, 2005 (the "Second Amendment Effective Date") is among Linn Energy, LLC (formerly known as Linn Energy Holdings, LLC), a limited
liability company formed under the laws of the State of Delaware (the "Borrower"); each of the undersigned guarantors (the
"Guarantors", and together with the Borrower, the "Obligors"); each of the Lenders that is a signatory
hereto; Royal Bank of Canada, as administrative agent for the Lenders (in such capacity, together with its successors, the "Administrative Agent") and
BNP Paribas, as senior administrative agent pursuant to that certain Credit Agreement dated April 13, 2005 (as amended from time to time, the "Senior Credit
Agreement") among Borrower, the Guarantors, the lenders party thereto and BNP Paribas, as administrative agent for such lenders (in such capacity, together with its successors,
the "Senior Administrative Agent"). 


Recitals 


        A.    The
Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of October 27, 2005 (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.    The
Senior Administrative Agent has consented to the amendment of the Credit Agreement. 



        D.    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 which is defined in the Credit Agreement, but which is
not defined in this Second Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section references in this Second Amendment refer to 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 Second 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 Second 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 Second 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 Second Amendment) shall remain in
full force and effect in accordance with its terms following the effectiveness of this Second Amendment. 


        4.2   Ratification and Affirmation of Obligors.    Each of the Obligors hereby expressly (i) acknowledges the
terms of this Second Amendment, (ii) ratifies and affirms its obligations under the Guaranty Agreement and the other Security Instruments to which it is a party, (iii) acknowledges,
renews and extends its continued liability under the Guaranty Agreement and the other Security Instruments to which it is a party and agrees that its guarantee under the Guaranty 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 Second 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 Second Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof. 


        4.4   No Oral Agreement.    THIS WRITTEN SECOND 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 SECOND 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. 


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        IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment 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 & Chief Financial Officer




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	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:	 	ROYAL BANK OF CANADA,

as Administrative Agent
	

 	
 	

By:	

/s/ David Wheatley

	 	 	Name: David Wheatley

Title:   Manager, Agency
	

LENDERS:	
 	

ROYAL BANK OF CANADA
	

 	
 	

By:	

/s/ Jason York

	 	 	Name: Jason York

Title:   Authorized Signatory
	

 	
 	

SOCIÉTÉ GÉNÉRALE
	

 	
 	

By:	

/s/ Graeme Bullen

	 	 	Name: Graeme Bullen

Title:   Director




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The foregoing Second Amendment is consent to by the undersigned as of the date first written above. 



	SENIOR ADMINISTRATIVE AGENT:	 	BNP PARIBAS,

as Administrative Agent
	

 	
 	

By:	

/s/ Douglas R. Liftman

	 	 	Name: Douglas R. Liftman

Title:  Managing Director
	

 	
 	

By:	

/s/ Larry Robinson

	 	 	Name: Larry Robinson

Title:   Director




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Exhibit 10.9


SECOND AMENDMENT TO CREDIT AGREEMENT AMONG LINN ENERGY, LLC as Borrower, ROYAL BANK OF CANADA, as Administrative Agent, and The Lenders Signatory Hereto Effective as of December 19, 2005



SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT