Confirmation No. 2 under Master Crude Purchase Agreement



 Exhibit 10.42 
 * THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING
CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED BY “[REDACTED]”. 

CONFIRMATION NO. 2 
 This Confirmation is attached and made part of that certain Master Crude Purchase Agreement (the “Agreement”) by and among CountryMark Cooperative, LLP, as purchaser (the “Purchaser”),
and PennTex Resources Illinois, Inc, PennTex Resources, LP, Rex Energy IV, LLC and Rex Energy I, LLC, as suppliers (each a “Supplier”, and collectively, the “Suppliers”), dated December 30, 2009. This Confirmation relates to
the Crude to be sold to Purchaser pursuant to the Agreement by each of the Suppliers. This Confirmation replaces all prior Confirmations between Purchaser and each Supplier pursuant to the Agreement. Any capitalized terms not defined herein shall
have the meaning given them in the Agreement. 
  

	1.	Term: This Confirmation shall be for a period of twelve (12) months beginning on January 1, 2011 and ending on December 31, 2011.


  

	2.	Quantity: An amount equal to actual lease receipts from trucked leases(s) indicated on Exhibit “A” attached hereto and made a part hereof and/or
additional leases as designated by Suppliers. Leases can be added or deleted from Exhibit “A” during the term of this Confirmation as agreed by Purchaser and Suppliers. 


 

	3.	Delivery Points(s): Delivery shall take place and title shall pass from each Supplier to Purchaser when the Crude comes under the physical control of Purchaser
by passing from the well tankage located on the leases to Purchaser’s designated transportation vehicles. 

  

	4.	Crude Price: For the Crude sold and delivered hereunder, Purchaser agrees to pay a price per barrel, which shall be calculated as follows:


 [REDACTED]* 
 [REDACTED]* 
  

	5.	Payment Account: Purchaser shall make all payments pursuant to this Confirmation to each of the Suppliers by wire transfer to the following accounts:


  

					
	Rex Energy I, LLC	  	PennTex Resources Illinois, Inc.	  	
	Bank: M & T Bank	  	Bank: M & T Bank	  	
	ABA: 022000046	  	ABA: 022000046	  	
	Acct: [REDACTED]*	  	Acct: [REDACTED]*	  	
			
	Rex Energy IV, LLC	  	PennTex Resources, LP	  	
	Bank: Key Bank	  	Bank: M&T Bank	  	
	ABA: 041001039	  	ABA: 022000046	  	
	Acct: [REDACTED]*	  	Acct: [REDACTED]*	  	









			
	 	  	 
	Suppliers:	  	Purchaser:
	 	 
	PENNTEX RESOURCES ILLINOIS, INC.	  	COUNTRYMARK COOPERATIVE, LLP
	 	 
	By: /s/ THOMAS STABLEY	  	By: /s/ BILL COLLINS
	Name: Thomas Stabley	  	Name: Bill Collins
	Title: Executive Vice President and Chief	  	Title: Senior Crude Oil Representative
	Financial Officer	  	 
	 	 
	PENNTEX RESOURCES, LP	  	 
	 	 
	By: /s/ THOMAS STABLEY	  	 
	Name: Thomas Stabley	  	 
	Title: Executive Vice President and Chief	  	 
	Financial Officer	  	 
	 	 
	REX ENERGY IV, LLC	  	 
	 	 
	By: /s/ THOMAS STABLEY	  	 
	Name: Thomas Stabley	  	 
	Title: Executive Vice President and Chief	  	 
	Financial Officer	  	 
	 	 
	REX ENERGY I, LLC	  	 
	 	 
	By: /s/ THOMAS STABLEY	  	 
	Name: Thomas Stabley	  	 
	Title: Executive Vice President and Chief	  	 
	Financial Officer