Exhibit
2.2









FIRST
AMENDMENT





TO





ASSET
PURCHASE AND SALE AGREEMENT


Verden
Area





between





Linn
Energy Holdings, LLC


Linn
Operating, Inc.


Mid-Continent,
I, LLC


Mid-Continent
II, LLC


Linn
Exploration Midcontinent, LLC


As
“Sellers”





and





Laredo
Petroleum, Inc.


As
“Buyer”





This
First Amendment to the Asset Purchase and Sale Agreement (this “Amendment”) is
executed on this 6th day of August, 2008 but effective as of the 30th day of
May, 2008, by and between Linn Energy Holdings, LLC, a Delaware limited
liability company (“LEH”), Linn Operating, Inc., a
Delaware corporation (“LOI”), Mid-Continent I, LLC, a
Delaware limited liability company, Mid-Continent II, LLC, a Delaware limited
liability company, and Linn Exploration Midcontinent, LLC, an Oklahoma limited
liability company (collectively “Sellers”), and Laredo
Petroleum, Inc., a Delaware corporation (“Buyer”).  Sellers
and Buyer are sometimes referred to collectively as the “Parties” and
individually as a “Party.”




RECITALS:




The
Parties have entered into that certain Asset Purchase and Sale Agreement dated
as of May 30, 2008 (the “Agreement”),
providing for the sale by Sellers to Buyer of the Assets.




The
Parties desire to and amend the Agreement to, among other things, include a form
of Participation Option Agreement and provide for its execution at
Closing.




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 used but not otherwise defined herein shall have the meaning given to
those terms in the Agreement.
















2.           Amendments.  The
Agreement is hereby amended as follows:




a.           The
term “Assets” in Recital B is replaced with the term “Properties”.




b.           Section
2.1 is revised in its entirety to read as follows:




In
consideration of the sale of the Properties by Sellers to Buyer, Buyer shall pay
to Sellers cash in the amount of One Hundred Eighty Three Million, Eight Hundred
and Sixty-Five Thousand Dollars ($183,865,000.00) (the “Purchase
Price”).  The Purchase Price, as adjusted pursant to this Article II and the
other applicable provisions hereof, is herein called the “Adjusted Purchase
Price”.




c.           The
first sentence of Section 2.4(a) is revised in its entirety to read as
follows:




(a)           Within
one Business Day after the execution and delivery of this Agreement, Buyer shall
tender to Sellers cash equal to Nine Million, Two Hundred Fifty thousand Dollars
($9,250,000.00) as a deposit (such amount, together with  all interest
earned thereon, the “Deposit”).




d.           Section
7.15 is revised in its entirety to read as follows:




As
additional consideration for the sale of the Properties from Sellers to Buyer,
Buyer and Sellers agree to execute a Participation Option Agreement in a form
substantially similar to the form attached hereto as Exhibit E (the “Participation Option
Agreement”) at Closing.





e.           The
term “Assets” in Section 10.2 is replaced with the term
“Properties”.




f.           The
original Exhibit A to the Agreement is replaced with the Exhibit A attached to
this Amendment, which is incorporated into the Agreement as if originally set
forth therein.




g.           The
original Exhibit A-1 to the Agreement is replaced with the Exhibit A-1 attached
to this Amendment, which is incorporated into the Agreement as if originally set
forth therein.




h.           The
original Exhibit C to the Agreement is amended by removing all reference to
Pierce 1-22 (PRBL) in Caddo County, and reducing the total allocated values
accordingly.




i.           Exhibit
E attached to this Amendment is incorporated into the Agreement as if originally
set forth therein.




j.           Section
4.7, Material Contracts, of the original Schedule 4 to the Agreement is amended
to include the following:




The
certain Farmout Agreement dated July 24, 2008 by and between Mid-Continent II,
LLC and Highland Oil and Gas, LLC.







2










3.           Ratification.  Except
as amended by this Amendment, the Agreement remains in full force and effect in
accordance with its terms.




4.           Governing
Law.  Sections 12.7 of the Agreement are hereby
incorporated into this Amendment by reference as if set out in full
herein.




5.           Counterparts.  This
Amendment may be executed in counterparts, each of which shall be deemed an
original instrument, but all such counterparts together shall constitute but one
agreement.  Delivery of an executed counterpart signature page by
facsimile is as effective as executing and delivering this Amendment in the
presence of other Parties to this Agreement.




IN
WITNESS WHEREOF, this Amendment has been signed by each of the Parties as of the
date first above written.




SELLERS:









LINN
ENERGY HOLDINGS, LLC, a Delaware limited liability company




By:  /s/ Arden L. Walker,
Jr.


Arden L.
Walker, Jr.


Senior
Vice President- Operations







LINN
OPERATING, INC., a Delaware corporation




By:  /s/ Arden L. Walker,
Jr.


Arden L.
Walker, Jr.


Senior
Vice President- Operations







MID-CONTINENT
I, LLC, a Delaware limited liability company









By:  /s/ Arden L. Walker,
Jr.


Arden L.
Walker, Jr.


Senior
Vice President- Operations





3




















MID-CONTINENT
II, LLC, a Delaware limited liability company









By:  /s/ Arden L. Walker,
Jr.


Arden L.
Walker, Jr.


Senior
Vice President- Operations












LINN
EXPLORATION MIDCONTINENT, an Oklahoma limited liability company









By:  /s/ Arden L. Walker,
Jr.


Arden L.
Walker, Jr.


Senior
Vice President- Operations







BUYER:




LAREDO
PETROLEUM, INC., a Delaware corporation




By:  /s/ Jerry R. Schuyler


Jerry R.
Schuyler


Executive
Vice President & Chief Operating Officer