Limited Partnership Asset Purchase and Sale Agreement Sample Contracts

LIMITED PARTNERSHIP ASSET PURCHASE AND SALE AGREEMENT Appalachia Region between Linn Energy Holdings, LLC Marathon 85-II Limited Partnership and Marathon 85-III Limited Partnership as “LP Sellers” And XTO Energy Inc. as “Buyer” Dated as of April 13, 2008
Limited Partnership Asset Purchase and Sale Agreement • May 8th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas • Texas

THIS LIMITED PARTNERSHIP ASSET PURCHASE AND SALE AGREEMENT dated April 13, 2008, is made by and between Linn Energy Holdings, LLC, a Delaware limited liability company (“LEH”), Marathon 85-II Limited Partnership, a West Virginia limited partnership, and Marathon 85-III Limited Partnership, a West Virginia limited partnership (collectively “LP Sellers”), and XTO Energy Inc., a Delaware corporation (“Buyer”).

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FIRST AMENDMENT TO LIMITED PARTNERSHIP ASSET PURCHASE AND SALE AGREEMENT Appalachia Region
Limited Partnership Asset Purchase and Sale Agreement • August 7th, 2008 • Linn Energy, LLC • Crude petroleum & natural gas

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.”

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