FIRST AMENDMENT TO LIMITED PARTNERSHIP ASSET PURCHASE AND SALE AGREEMENT Appalachia Region
Exhibit
2.3
FIRST
AMENDMENT
TO
LIMITED
PARTNERSHIP
ASSET
PURCHASE AND SALE AGREEMENT
Appalachia
Region
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.”
RECITALS:
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 used but not otherwise defined herein shall have the meaning given to
those terms in the Agreement.
2. Amendments. The
Agreement is hereby amended by revising Article III in its entirety to read as
follows:
The
closing of the transactions contemplated hereby (the “LP Closing”) shall take place
(i) at the offices of LP Sellers at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxx 00000, at 10:00 a.m. (local Houston, Texas time) on August 15, 2008, or (ii) at
such other time or place or on such other date as the parties hereto shall
agree. The date on which the LP Closing is required to take place is
herein referred to as the “LP
Closing Date”. All LP Closing transaction shall be deemed to
have occurred simultaneously.
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.
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SELLER:
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LINN
ENERGY HOLDINGS, LLC.
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/s/
Xxxx X.
Xxxxx
Xxxx
X. Xxxxx
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President
and Chief Operating Officer
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SELLER:
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MARATHON
85-II LIMITED PARTNERSHIP a West Virginia limited
partnership
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By: Linn
Energy Holdings, LLC, General
Partner
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/s/
Xxxx X.
Xxxxx
Xxxx
X. Xxxxx
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President
and Chief Operating Officer
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SELLER:
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MARATHON
85-III LIMITED PARTNERSHIP a West Virginia limited
partnership
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By: Linn
Energy Holdings, LLC, General
Partner
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/s/
Xxxx X.
Xxxxx
Xxxx
X. Xxxxx
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President
and Chief Operating Officer
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BUYER:
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XTO
ENERGY INC.
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/s/
Xxxxxx X. Xxxxxxxxxx,
XX
Xxxxxx
X. Xxxxxxxxxx, XX
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Senior
Executive Vice President & Chief of
Staff
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