FIRST AMENDMENT TO LIMITED PARTNERSHIP ASSET PURCHASE AND SALE AGREEMENT

This First Amendment to the Limited Partnership 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 ”), Marathon 85-II Limited Partnership, a West Virginia limited liability partnership, and Marathon 85-III Limited Partnership, a West Virginia limited liability partnership (collectively “ LP Sellers ”), and XTO Energy Inc., a Delaware corporation, (“ Buyer ”) LP Sellers and Buyer are sometimes referred to collectively as the “Parties” and individually as a “Party.”

The Parties have entered into a Limited Partnership Asset Purchase and Sale Agreement Appalachia Region dated as of April 13th, 2008 (the “ Agreement ”), providing for the sale by the LP Sellers to XTO of the LP Properties.

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 valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.            Definitions .  Capitalized terms