MAGNUM HUNTER RESOURCES CORPORATION Suite 650 Houston, Texas 77056 April 8, 2013

Exhibit 2.2

MAGNUM HUNTER RESOURCES CORPORATION

000 Xxxx Xxx Xxxxxxxxx

Xxxxx 000

Xxxxxxx, Xxxxx 00000

April 8, 2013

Penn Virginia Corporation

Penn Virginia Oil & Gas Corporation

Four Radnor Corporate Center, Xxxxx 000

000 Xxxxxxxxxx Xxxx

Xxxxxx, Xxxxxxxxxxxx 00000

Attention: Xxxxx X. Xxxxxx

Re: Amendment to Stock Purchase Agreement

Dear Xxxxx:

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 Xxxx 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/ Xxxx X. Xxxxxxxx
		Xxxx X. Xxxxxxxx Senior Vice President and General Counsel

ACCEPTED AND AGREED:
PENN VIRGINIA CORPORATION
By:		/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx Executive Vice President

PENN VIRGINIA OIL & GAS CORPORATION
By:		/s/ Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx Executive Vice President