AMENDMENT TO STOCK PURCHASE AGREEMENT

Exhibit 2.2

AMENDMENT TO STOCK PURCHASE AGREEMENT

     This AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is dated as of November 17, 2005 by and among Xxxxxxx Exploration Company, a Delaware corporation (the “Company”), and the entities listed on Schedule I to this Agreement (each a “Holder” and collectively, the “Holders”).

     WHEREAS, the Company and the Holders are parties to that certain Stock Purchase Agreement dated as of November 9, 2005 (the “Agreement”); and

     WHEREAS, the terms of the proposed Underwriting Agreement have been revised to reduce the number of shares of Common Stock to be sold by the Company at the Initial Offering Closing to 7,500,000 and to reduce the number of shares of Common Stock subject to the Underwriters’ over-allotment option to 1,125,000; and

     WHEREAS, in light of those changes to the terms of the Public Offering, the Company and the Holders desire to amend the Agreement as set forth in this Amendment;

     NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth herein, the parties hereto agree as follows:

     1. Amendments.

     (a) Section 1.2(b) is amended by deleting the second and third sentences thereof.

     (b) Section 1.3(b) is amended by changing “1,275,000” to “1,125,000” and by changing “6,000,000” to “5,000,000”.

     (c) Section 4.1(f) is amended by changing “8,500,000” to “7,500,000”.

     (d) Schedule I to the Agreement is amended by replacing it in its entirety with Schedule I/A to this Amendment.

     2. Defined Terms. Capitalized terms used but not defined in this Amendment have the respective meanings ascribed to those terms in the Agreement.

     3. No Other Changes. Except as explicitly amended by this Amendment, the terms, conditions, rights and obligations under the Agreement shall remain in full force and effect.

     4. Counterparts. This Amendment may be executed by the parties hereto in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed by its duly authorized officer as of the date first written above.

XXXXXXX EXPLORATION COMPANY
By:		/s/ Xxxxxx X. Xxxxxxxx, Xx.
		Xxxxxx X. Xxxxxxxx, Xx., Chief Financial Officer
DLJ MB FUNDING III, INC.
		By:		/s/ Xxxxxx Xxxxxx
				Xxxxxx Xxxxxx
DLJ ESC II, LP
By:		DLJ LBO PLANS MANAGEMENT CORPORATION, its general partner
		By:		/s/ Xxxxxx Xxxxxx
				Xxxxxx Xxxxxx
DLJ MERCHANT BANKING PARTNERS III, L.P.
By:		DLJ MERCHANT BANKING III, INC., its Managing General Partner
		By:		/s/ Xxxxxx Xxxxxx
				Xxxxxx Xxxxxx

DLJ MERCHANT BANKING III, INC., AS ADVISORY GENERAL PARTNER ON BEHALF OF DLJ OFFSHORE PARTNERS III, C.V.
		By:		/s/ Xxxxxx Xxxxxx
				Xxxxxx Xxxxxx
DLJ MERCHANT BANKING III, INC., AS ADVISORY GENERAL PARTNER ON BEHALF OF DLJ OFFSHORE PARTNERS III-1, C.V. AND AS ATTORNEY-IN-FACT FOR DLJ MERCHANT BANKING III, L.P., AS ASSOCIATE GENERAL PARTNER OF DLJ OFFSHORE PARTNERS III-1, C.V.
		By:		/s/ Xxxxxx Xxxxxx
				Xxxxxx Xxxxxx
DLJ MERCHANT BANKING III, INC., AS ADVISORY GENERAL PARTNER ON BEHALF OF DLJ OFFSHORE PARTNERS III-2, C.V. AND AS ATTORNEY-IN-FACT FOR DLJ MERCHANT BANKING III, L.P., AS ASSOCIATE GENERAL PARTNER OF DLJ OFFSHORE PARTNERS III-2, C.V.
		By:		/s/ Xxxxxx Xxxxxx
				Xxxxxx Xxxxxx

DLJ MB PARTNERS III GmbH & CO. KG
By:		DLJ MERCHANT BANKING III, L.P., its Managing Limited Partner
		By:		DLJ MERCHANT BANKING III, INC., its General Partner
		By:		/s/ Xxxxxx Xxxxxx
				Xxxxxx Xxxxxx
By:		DLJ MB GmbH, as General Partner
		By:		/s/ Xxxxxx Xxxxx
				Xxxxxx Xxxxx, Managing Director
		By:		/s/ Xxxxxxx Xxxxxx
				Xxxxxxx Xxxxxx, Managing Director
MILLENNIUM PARTNERS II, L.P.
By:		DLJ MERCHANT BANKING III, INC., its Managing General Partner
		By:		/s/ Xxxxxx Xxxxxx
				Xxxxxx Xxxxxx
MBP III PLAN INVESTORS, L.P.
By:		DLJ LBO PLANS MANAGEMENT CORPORATION, its Managing General Partner
		By:		/s/ Xxxxxx Xxxxxx
				Xxxxxx Xxxxxx

Schedule I/A
to Stock Purchase Agreement

HOLDER		INITIAL SHARES				OPTION SHARES
DLJ Merchant Banking Partners III, L.P.			3,544,378				797,485
DLJ MB Funding III, Inc			60,674				13,652
DLJ ESC II, LP			680,011				153,002
DLJ Merchant Banking III, Inc., as Advisory General Partner on behalf of DLJ Offshore Partners III, C.V.			193,386				43,512
DLJ Merchant Banking III, Inc., as Advisory General Partner on behalf of DLJ Offshore Partners III-1, C.V. and as attorney-in-fact for DLJ Merchant Banking III, L.P., as Associate General Partner of DLJ Offshore Partners III-1, C.V.			64,623				14,540
DLJ Merchant Banking III, Inc., as Advisory General Partner on behalf of DLJ Offshore Partners III-2, C.V. and as attorney-in-fact for DLJ Merchant Banking III, L.P., as Associate General Partner of DLJ Offshore Partners III-2, C.V.			46,034				10,358
DLJ MB Partners III GmbH & Co. KG			30,542				6,872
Millennium Partners II, L.P.			6,099				1,372
MBP III Plan Investors, L.P.			374,253				84,207
TOTAL			5,000,000				1,125,000