Consent Letter Agreement dated as of August 31, 2012




 Exhibit 10.4 
 GUGGENHEIM CORPORATE FUNDING, LLC 
 135 E. 57th Street, 6th Floor 
 New York, New York 10022 
 Consent Letter 

August 31, 2012 
 Energy &
Exploration Partners, LLC 
 100 Throckmorton, Suite 1700 
 Fort Worth, TX 76102 
 Attn: Hunt Pettit 

 

	Re:	Credit Agreement dated as of June 26, 2012, by and among Energy & Exploration Partners, LLC (“Borrower”), Guggenheim Corporate
Funding, LLC, as Administrative Agent (“Administrative Agent”) for the lenders from time to time party thereto (the “Lenders”), and the Lenders (as such Credit Agreement is from time to time amended,
supplemented, restated or otherwise modified, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meaning given such terms in the Credit Agreement). 


Gentlemen: 
 You have advised us
that Borrower requests that Administrative Agent and the Lenders consent to Borrower completing the Equity Transaction on a date after August 31, 2012, but no later than September 14, 2012 (the “Equity Transaction Time
Frame”). 
 As evidenced by this Consent Letter (this “Letter”), Administrative Agent and
the Lenders hereby consent to the Equity Transaction occurring in the Equity Transaction Time Frame (the “Specified Consent”). Notwithstanding anything herein to the contrary, the Equity Transaction shall not occur any later
than September 14, 2012. 
 Except as specifically consented to herein, all of the terms and conditions of the Credit
Agreement and the other Loan Documents are, and remain, in full force and effect in accordance with their respective terms. 

This Letter does not imply any obligation on the part of Administrative Agent or the Lenders, and neither Administrative Agent nor the
Lenders shall be obligated, at any time, to grant further amendments, modifications, consents, or waivers. 
 The consent
contained in this Letter is expressly limited to the Specified Consent, as further limited herein. Neither this Letter, nor any other actions taken by, or any inaction on the part of, Administrative Agent or the Lenders, shall be deemed to be
(i) a waiver of any Default or Event of Default which exists or may exist hereafter, except as expressly provided herein, or (ii) a waiver of (or an agreement to forbear from exercising) any rights or remedies that Administrative Agent or
the Lenders have pursuant to the Credit Agreement and applicable law by reason of any Default or Event of Default. 
 This
Letter may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of a copy of this Letter by electronic mail in “portable document format”
(“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance hereof, will have the same effect as physical delivery of this Letter bearing the original signature. 








 THIS LETTER, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 
 THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 
 Please
confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this Letter, which shall become a binding agreement upon our receipt. 

[Signature pages follow] 
 Page 2 








 Sincerely, 
 ADMINISTRATIVE AGENT: 
 GUGGENHEIM CORPORATE FUNDING, LLC, 

as Administrative Agent 
  

			
	By:	 	 /s/ William Hagner

	Name:	 	William Hagner
	Title:	 	Senior Managing Director

 THE LENDERS: 
 GUGGENHEIM ENERGY OPPORTUNITIES FUND, LP, 
 By: GUGGENHEIM PARTNERS INVESTMENT
MANAGEMENT, LLC, 
 its Investment Manager 
  

			
	By:	 	 /s/ Michael Damaso

	Name:	 	Michael Damaso
	Title:	 	Senior Managing Director

 NZC GUGGENHEIM FUND LLC, 
 By: GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC, 
 its Manager 

 

			
	By:	 	 /s/ Michael Damaso

	Name:	 	Michael Damaso
	Title:	 	Senior Managing Director

 SBC FUNDING, LLC, 
 By: GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC, 
 its Manager 

 

			
	By:	 	 /s/ Michael Damaso

	Name:	 	Michael Damaso
	Title:	 	Senior Managing Director

 Signature Page to Consent Letter 








 GUGGENHEIM LIFE AND ANNUITY COMPANY, 
 By: GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC, 
 its Manager 

 

			
	By:	 	 /s/ Michael Damaso

	Name:	 	Michael Damaso
	Title:	 	Senior Managing Director

 Signature Page to Consent Letter 








 AGREED TO AND ACCEPTED BY: 
 BORROWER: 
 ENERGY & EXPLORATION PARTNERS, LLC, 

a Delaware limited liability company 
  

			
	By:	 	 /s/ Hunt Pettit

	Name:	 	Hunt Pettit
	Title:	 	President

 Signature Page to Consent Letter