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EXHIBIT 10.7    
    


Execution Version  


FIRST 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 November 22, 2005 







 
FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT 


        This First Amendment to Credit Agreement (this "First Amendment") executed effective as of the 22nd of November,
2005 (the "First 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 First Amendment, shall have the meaning ascribed such term in the
Credit Agreement. Unless otherwise indicated, all section references in this First Amendment refer to the Credit Agreement. 


 
 
        Section 2.    Amendments to Credit Agreement.     


 
 
        2.1    Definitions.     The definition of "Consolidated Net Income" in Section 1.02 is hereby amended by
inserting the following section (f) after the semicolon following
section (e): 


	

	"and
(f) any loss or gain resulting from the cancellation/monetization of Swap Agreements in place, provided that the Borrower is in compliance with
all other covenants and provided further that no such gain or loss shall be excluded if such gain or loss occurs after the earlier of (i) the Initial Public Offering and
(ii) December 31, 2005;" 



 
 
        Section 3.    Conditions Precedent.     The effectiveness of this First Amendment is subject to the receipt by
the Administrative Agent of the following documents and satisfaction of the other
conditions provided in this Section 3, each of which shall be reasonably satisfactory to the Administrative Agent in form and substance: 


 
 
        3.1    Payment of Outstanding Invoices.     Payment by the Borrower to the Administrative Agent of all fees and
other amounts due and payable on or prior to the First Amendment Effective Date, including, to
the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower. 


 
 
        3.2    First Amendment.     The Administrative Agent shall have received multiple counterparts as requested of the
this First Amendment from each Lender. 


 
 
        3.3    No Default.     No Default or Event of Default shall have occurred and be continuing as of the First
Amendment Effective Date. 


 
 
        Section 4.    Representations and Warranties; Etc.     Each Obligor hereby affirms: (a) that as of the
date of execution and delivery of this First Amendment, all of the representations and warranties contained
in each Loan Document to which such Obligor is a party are true and correct in all material 


Page 2







 

respects
as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to
this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents. 



 
 
        Section 5.    Miscellaneous.     


 
 
        5.1    Confirmation.     The provisions of the Credit Agreement (as amended by this First Amendment) shall remain
in full force and effect in accordance with its terms following the
effectiveness of this First Amendment. 


 
 
        5.2    Ratification and Affirmation of Obligors.     Each of the Obligors hereby expressly (i) acknowledges
the terms of this First 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. 


 
 
        5.3    Counterparts.     This First 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. 


 
 
        5.4    No Oral Agreement.     THIS WRITTEN FIRST 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. 


 
          5.5    Governing Law.     THIS FIRST
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. 


Page 3









   
        IN WITNESS WHEREOF, the parties hereto have caused this First 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
	

 	

 	

 





First Amendment

Signature Page - 1







 

	

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 SERVICING, INC.
	

 	

By:	

/s/  KOLJA ROCKOV      
 Kolja Rockov

Executive Vice President & Chief Financial Officer
	

 	

 	

 



First Amendment

Signature Page - 2







 

	

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/  LORNE A. GARTNER      

	 	Name:	Lorne A. Gartner
	 	Title:	Authorized Signatory
	

 	

SOCIÉTÉ GÉNÉRALE
	

 	

By:	

/s/  STEPHEN W. WARFEL      

	 	Name:	Stephen W. Warfel
	 	Title:	Vice President
	

 	

 	

 





First Amendment

Signature Page - 3







 

	

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

SENIOR ADMINISTRATIVE AGENT:	

BNP PARIBAS,

as Administrative Agent
	

 	

By:	

/s/  BETSY JOCHER      

	 	Name:	Betsy Jocher
	 	Title:	Vice President
	

 	

By:	

/s/  GABE ELLISOR      

	 	Name:	Gabe Ellisor
	 	Title:	Vice President




First Amendment

Signature Page - 4











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EXHIBIT 10.7

Section 1. Defined Terms.

Section 2. Amendments to Credit Agreement.

2.1 Definitions.

Section 3. Conditions Precedent.

3.1 Payment of Outstanding Invoices.

3.2 First Amendment.

3.3 No Default.

Section 4. Representations and Warranties; Etc.

Section 5. Miscellaneous.

5.1 Confirmation.

5.2 Ratification and Affirmation of Obligors.

5.3 Counterparts.

5.4 No Oral Agreement.

5.5 Governing Law.