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Exhibit 2.2
FIRST AMENDMENT
TO
FIRST AMENDED AND
RESTATED
ASSET PURCHASE AND SALE
AGREEMENT
Appalachia Region
This First Amendment to the First Amended and
Restated Asset Purchase and Sale Agreement Appalachia Region (this
“ Amendment ”) is dated as of July 1, 2008 by
and between Linn Energy Holdings, LLC, a Delaware limited liability
company (“ LEH ”), Linn Operating, Inc., a
Delaware corporation (“ LOI ”) and Penn West
Pipeline, LLC, a Delaware limited liability company (“
PWP ”), (collectively “ Sellers ”),
and XTO Energy, Inc., a Delaware corporation (“ XTO
”), and Mountain Gathering, LLC, a Delaware limited liability
company (“ Mountain “), (collectively “
Buyers ”) Sellers and Buyers are sometimes referred to
collectively as the “Parties” and individually as a
“Party.”
RECITALS:
The Parties have entered into a First Amended
and Restated Asset Purchase and Sale Agreement Appalachia Region
dated as of June 9 th ,
2008 (the “ Agreement ”), providing for the sale
by Sellers to XTO of the Assets.
The Parties desire to further amend the
Agreement to clarify the treatment of several matters, as set forth
herein.
NOW, THEREFORE, in consideration of the premises
and of the mutual promises, representations, warranties, covenants,
conditions and agreements contained herein, and for other
valua
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