MAGNUM HUNTER RESOURCES CORPORATION 777 Post Oak Boulevard Suite 650 Houston, Texas 77056 April 8, 2013
Exhibit 2.2
MAGNUM HUNTER RESOURCES CORPORATION
777 Post Oak Boulevard
Suite 650
Houston, Texas 77056
April 8, 2013
Penn Virginia Corporation
Penn Virginia Oil & Gas Corporation
Four Radnor Corporate Center, Suite 200
100 Matsonford Road
Radnor, Pennsylvania 19087
Attention: Nancy M. Snyder
Re: Amendment to Stock Purchase Agreement
Dear Nancy:
This letter constitutes a legally binding amendment (this Amendment) to the Stock Purchase Agreement dated April 2, 2013 (the Agreement) among Magnum Hunter Resources Corporation (MHR), Penn Virginia Oil & Gas Corporation (PVO&G) and Penn Virginia Corporation (PVA). More specifically, MHR, PVO&G and PVA do hereby agree as follows:
1. Sections 9.2(f) and 9.3(c)(iv) of the Agreement are each amended to read in their entirety as follows:
the Registration Rights Agreement and the Standstill Agreement, if at Closing any PVA Stock is to be issued to Seller or its designee as part of the Purchase Price;
2. The Standstill Agreement shall be in the form attached to this Amendment as Exhibit A.
3. Appendix A to the Agreement is hereby amended by adding, in alphabetical order, the following definition:
Seller Financial Statements means (i) the statements of revenues and direct operating expenses of the Company relating to the Subject Assets for the year ended December 31, 2012 audited in accordance with GAAP by Hein and (ii) the Seller Unaudited Financial Statements.
If this Amendment correctly sets forth the understanding among MHR, PVO&G and PVA, please so indicate by signing below in the space provided.
Sincerely yours, | ||
MAGNUM HUNTER RESOURCES CORPORATION | ||
By: | /s/ Paul M. Johnston | |
Paul M. Johnston Senior Vice President and General Counsel |
ACCEPTED AND AGREED: | ||
PENN VIRGINIA CORPORATION | ||
By: | /s/ Nancy M. Snyder | |
Nancy M. Snyder Executive Vice President |
PENN VIRGINIA OIL & GAS CORPORATION | ||
By: | /s/ Nancy M. Snyder | |
Nancy M. Snyder Executive Vice President |