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 9th, 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 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.           Mountain
is included in the definition of Buyer.




b.           Schedule
2.5 to the Agreement is hereby replaced in its entirety with the Schedule 2.5
attached hereto as Exhibit A.




c.           Schedule
4.6 to the Agreement is hereby replaced in its entirety with the Schedule 4.6
attached hereto as Exhibit B.




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













4.           Governing
Law.  Section 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.




SELLER:
            LINN
      ENERGY HOLDINGS, LLC.








/s/
      Mark E. Ellis


Mark
      E. Ellis


President
      and Chief Operating Officer




SELLER:
            LINN
      OPERATING, INC.




/s/
      Mark E. Ellis


Mark
      E. Ellis


President
      and Chief Operating Officer




SELLER:
            PENN
      WEST PIPELINE, LLC







/s/
      Mark E. Ellis




Mark
      E. Ellis


President
      and Chief Operating Officer




BUYER:
            XTO
      ENERGY INC.







/s/
      Vaughn O. Vennerberg, II




Vaughn
      O. Vennerberg, II


Senior
      Executive Vice President & Chief of
Staff




BUYER:
            MOUNTAIN
      GATHERING, LLC







/s/
      Vaughn O. Vennerberg, II




Vaughn
      O. Vennerberg, II


Senior
      Executive Vice President & Chief of
Staff













Exhibit
A


















Exhibit
B