EX-10.45



 Exhibit 10.45 

Execution Version 
  

 
  

ENERGY & EXPLORATION PARTNERS, INC. 

SECOND SUPPLEMENT TO NOTE PURCHASE AGREEMENT 

Dated as of January 31, 2013 

Re:        $15,000,000 Senior Tranche C Notes 

DUE December 2018 







 ENERGY & EXPLORATION PARTNERS, INC. 

Two City Place, Suite 1700 

One Hundred Throckmorton St. 

Fort Worth, TX 76102 

Dated as of 
 January 31, 2014

 To the Holder(s) named in 
 Schedule A hereto 

Ladies and Gentlemen: 
 This Second Supplement
to Note Purchase Agreement (this “Second Supplement”) is among Energy & Exploration Partners, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Note Purchase Agreement described
below), Cortland Capital Market Services LLC, as the administrative agent (the “Administrative Agent”) and the Holders named on Schedule A attached hereto. 

Reference is hereby made to the Note Purchase Agreement dated as of April 8, 2013 (as supplemented by the First Supplement, dated as of
December 12, 2013 and as further amended, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”) among the Issuer, the Administrative Agent and the Holders signatory thereto. All capitalized terms
not otherwise defined herein shall have the same meaning as specified in the Note Purchase Agreement. Reference is further made to Section 2.1(b) of the Note Purchase Agreement which requires that, prior to the issuance of any Supplemental
Notes, the Issuer and each Holder named on Schedule A attached hereto shall execute and deliver a Supplement. 
 The Issuer hereby agrees
with the Holder(s) as follows: 
  

	1)	Terms of Tranche C Notes. The Issuer has authorized the issue and sale of $15,000,000 aggregate principal amount of its Tranche C Notes (the “Tranche C Notes”). The Tranche C Notes are
“Supplemental Notes” and “Notes” (as such terms are defined in the Note Purchase Agreement), with such distinctions as may be applicable set forth in Section 1(a) below. The Tranche C Notes shall be substantially in the form
set out in Exhibit A hereto. Subject to the terms and conditions hereof and as set forth in the Note Purchase Agreement and on the basis of the representations and warranties hereinafter set forth, the Issuer agrees to issue and sell to each Holder,
and each Holder agrees to purchase from the Issuer, Tranche C Notes in the principal amount set forth opposite such Holder’s name on Schedule A hereto at a price of 92% of the principal amount thereof on the closing date hereafter mentioned.


  

	 	a)	Interest. Each Tranche C Note shall: 

  

	 	i)	from the Second Supplement Closing Date until the date four (4) years after the Second Supplement Closing Date bear interest at a rate equal to the greater of (a) fifteen percent (15.00%) per annum and
(b) a per annum rate of interest equal to the per annum interest rate under the Term Loan Facility plus two percent (2.0%); and 

  

	 	ii)	from the date four (4) years after the Second Supplement Closing Date until the Tranche C Maturity Date bear interest at a rate equal to the greater of (c) twenty percent (20.00%) per annum and (d) a
per annum rate of interest equal to the per annum interest rate under the Term Loan Facility plus two percent (2.0%); 








 in each case, as such amount may be increased pursuant to Section 2.6(c) of the Note
Purchase Agreement, which shall be due and payable in cash (“Tranche C Interest”). 
  

	 	b)	Tranche C Maturity Date. The Tranche C Notes shall mature on that date that is the earlier of (i) December 12, 2018, and (ii) the date that all Notes shall become due and payable in full under the
Note Purchase Agreement and hereunder, whether by acceleration or otherwise (the “Tranche C Maturity Date”). 

  

	 	c)	Prepayments. Each Tranche C Note shall be subject to the repayment and prepayment provisions of Section 2.7, Section 2.8, and Section 2.9 of the Note Purchase Agreement. 


 

	 	d)	Tranche C Make Whole Amount. The provisions of Section 2.11(g) of the Note Purchase Agreement shall apply to the Tranche C Notes, mutatis mutandis. 


 

	 	e)	Tranche C Repayment Premium. The provisions of Section 2.11(h) of the Note Purchase Agreement shall apply to the Tranche C Notes, mutatis mutandis. 


 

	2)	Closing. The sale and purchase of the Tranche C Notes shall occur on January 31, 2014 or on such other Business Day thereafter that all conditions set forth in Section 3 below have been satisfied
or waived (the “Second Supplement Closing Date”). On the Second Supplement Closing Date, the Issuer will deliver to each Holder the Tranche C Notes to be purchased by such Holder in the form of a single Tranche C Note dated as of
the Second Supplement Closing Date and registered in such Holder’s name, against delivery by such Holder to the Issuer of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds
for the account of the Issuer to account number 650046124, ABA # 114000093 at Frost National Bank, 777 Main Street, Suite 500, Fort Worth, TX 76102. If, on the Second Supplement Closing Date, the Issuer shall fail to tender such Tranche C Notes to
any Holder as provided above in this Section 2, or any of the conditions specified in Section 3 shall not have been fulfilled to any Holder’s satisfaction or otherwise waived by the Holders, such Holder shall, at such Holder’s
election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Holder may have by reason of such failure or such nonfulfillment. 


 

	3)	Conditions Precedent to Tranche C Notes Purchase. The obligation of each Holder to purchase and pay for the Tranche C Notes to be sold to such Holder on the Second Supplement Closing Date is subject to the
fulfillment to such Holder’s satisfaction (unless otherwise waived by the Holders), prior to or contemporaneous with the Second Supplement Closing Date, of the following conditions: 


 

	 	a)	The Administrative Agent and the Holders shall have received sufficient copies of this Second Supplement executed by each Note Party, the Administrative Agent, and each Holder.  


 

	 	b)	Each Holder shall have received a Tranche C Note in the form of Exhibit A hereto, dated as of the Second Supplement Closing Date and registered in such Holder’s name. 


 

	 	c)	No Default or Event of Default shall have occurred and be continuing. 

  

	 	d)	 Administrative Agent shall have received a certificate from the secretary or other Authorized Officer of the Issuer certifying that: (i) since
the date of execution of the Note Purchase Agreement there has been no change to any of the Organizational Documents of any Note Party, or, to the extent applicable, attached to such certificate are true and correct copies of any Organizational
Document of any Note Party that has been amended, revised, supplemented or otherwise changed since the date of execution of the Note Purchase Agreement, certified as of a recent date by the appropriate Governmental Authority, each dated as of Second
Supplement Closing Date or a recent date prior thereto; (ii) attached to such certificate are signature and 










	 	
incumbency certificates of the officers of such Person executing this Second Supplement to which it is a party; (iii) attached to such certificate are resolutions, which are in full force
and effect without modification or amendment, of the manager or member or similar governing body of each Note Party approving and authorizing the execution, delivery and performance of this Second Supplement and any other document to which it is a
party or by which it or its assets may be bound in connection with the issuance of the Tranche C Notes; (iv) attached to such certificate are good standing certificates from the applicable Governmental Authority of each Note Party’s
jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Second Supplement Closing Date; and
(v) attached to such certificate are such other Organizational Documents as the Administrative Agent or Lead Investor may reasonably request. 

  

	 	e)	The Issuer shall have delivered to the Lead Investor an originally executed Second Supplement Closing Date Certificate, substantially in the form of Exhibit B hereto, together with all attachments thereto.


  

	 	f)	The Administrative Agent, the Holders and their respective counsel shall have each received executed copies of the favorable written opinion of Bracewell & Giuliani, LLP, special counsel for the Note Parties,
dated as of the Second Supplement Closing Date and covering such matters as the Lead Investor may reasonably request and otherwise in form and substance reasonably satisfactory to the Lead Investor (and each Note Party hereby instructs such counsel
to deliver such opinions to the Administrative Agent and the Holders). 

  

	 	g)	The Issuer shall have paid all fees and expenses payable by it pursuant to the terms of Section 10.2 of the Note Purchase Agreement as of the Second Supplement Closing Date. 


 

	 	h)	The Administrative Agent and the Holders shall have received a Note Purchase Notice in the form of Exhibit A to the Note Purchase Agreement, as of Second Supplement Closing Date. 


 

	4)	Modifications. Subject to the conditions precedent outlined in Section 3 above, the Issuer, the Administrative Agent and the Holders hereby agree as follows: 


 

	 	a)	Amendment to Section 1.2 (Defined Terms) of the Note Purchase Agreement – Amended Defined Terms. The following defined term set forth in Section 1.2 of the Note Purchase Agreement is hereby
amended and restated in their entirety to read as follows: 

 “Maturity Date” means (a) with respect to
the Tranche A Notes, the earlier of (i) April 8, 2018 and (ii) the date that all Notes shall become due and payable in full hereunder, whether by acceleration or otherwise; (b) with respect to the Tranche B Notes, the earlier of
(i) December 12, 2018 and (ii) the date that all Notes shall become due and payable in full hereunder, whether by acceleration of otherwise, and (c) with respect to the Tranche C Notes, the earlier of (i) December 12,
2018 and (ii) the date that all Notes shall become due and payable in full hereunder, whether by acceleration of otherwise. 








	 	b)	Amendment to Section 1.2 (Defined Terms) of the Note Purchase Agreement – New Defined Terms. The following new defined terms are hereby added to Section 1.2 of the Note Purchase Agreement in
proper alphabetical order: 

 “Second Supplement” means the Second Supplement to Note Purchase Agreement,
dated as of January 31, 2014, among the Issuer, the Guarantors, the Administrative Agent and the Holders. 
 “Second Supplement
Closing Date” has the meaning assigned to such term in the Second Supplement. 
 “Tranche C Notes” means the Notes
issued pursuant to the Second Supplement. 
  

	 	c)	Replacement of Appendix A of the Note Purchase Agreement. Appendix A to the Note Purchase Agreement is hereby replaced by Appendix A hereto. 


 

	 	d)	Ratification and Affirmation. The Issuer and each Note Party hereby (a) acknowledges the terms of this Second Supplement and (b) ratifies and affirms its obligations under, and acknowledges its
continued liability under, each Note Document to which it is a party and agrees that each Note Document to which it is a party remains in full force and effect as expressly amended hereby. 


 

	5)	Representations and Warranties. The Issuer represents and warrants to each Holder that except as hereinafter set forth in this Section 5, each of the representations and warranties set forth in
Section 4 of the Note Purchase Agreement is true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of the date hereof with
respect to the Tranche C Notes with the same force and effect except to the extent such representation or warranty relates to a specific date in which case such representation and warranty shall be true and correct in all material respects (or, if
already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specific date and each reference to “this Agreement” therein shall be deemed modified to refer to the Note
Purchase Agreement as supplemented by the Second Supplement. 

  

	6)	No Waiver. Except as expressly provided in that certain Limited Consent to Note Purchase Agreement dated of even date herewith, neither the execution by the Administrative Agent, the Lead Investor or the
Holders of this Second Supplement, nor any other act or omission by the Administrative Agent, the Lead Investor or the Holders or their officers in connection herewith, shall be deemed a waiver by the Administrative Agent, the Lead Investor or the
Holders of any Defaults or Events of Default which may exist, which may have occurred prior to the Second Supplement Closing Date or which may occur in the future under the Note Purchase Agreement and/or the other Note Documents. Nothing contained
in this Second Supplement shall directly or indirectly in any way whatsoever either: (a) impair, prejudice or otherwise adversely affect the Administrative Agent’s, the Lead Investor’s or the Holders’ right at any time to
exercise any right, privilege or remedy in connection with the Note Documents with respect to any Default or Event of Default, (b) except as expressly provided herein, amend or alter any provision of the Note Purchase Agreement, the other Note
Documents, or any other contract or instrument, or (c) constitute any course of dealing or other basis for altering any obligation of the Issuer or any right, privilege or remedy of the Administrative Agent, the Lead Investor or the Holders
under the Note Purchase Agreement, the other Note Documents, or any other contract or instrument. Nothing in this Second Supplement shall be construed to be a consent by the Administrative Agent, the Lead Investor or the Holders to any Default or
Event of Default. 

  

	7)	Note Document. This Second Supplement and each agreement, instrument, certificate or document executed by the Note Parties or any of their respective officers in connection herewith or therewith are
“Note Documents” as defined and described in the Note Purchase Agreement and all of the terms and provisions of the Note Purchase Agreement relating to Note Documents shall apply hereto and thereto. 









	8)	Applicable Law. THIS SECOND SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. 

  

	9)	Counterparts. This Second Supplement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument. 

  

	10)	Entire Agreement. This Second Supplement, the Note Purchase Agreement and the other Note Documents represent the final agreement among 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 among the parties. 








 The execution hereof shall constitute a contract between the Issuer, the Guarantors, the
Administrative Agent and the Holders for the uses and purposes hereinabove set forth, and this agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. 

 

			
	ISSUER:
	
	ENERGY & EXPLORATION PARTNERS, INC.
		
	By:	 	 /s/ Brian C. Nelson

	Name:	 	Brian C. Nelson
	Title:	 	Executive Vice President and Chief Financial Officer


  

			
	GUARANTORS:
	
	ENERGY & EXPLORATION PARTNERS, LLC
		
	By:	 	 /s/ Brian C. Nelson

	Name:	 	Brian C. Nelson
	Title:	 	Executive Vice President and Chief Financial Officer


  

			
	ENERGY & EXPLORATION PARTNERS
OPERATING GP, LLC
		
	By:	 	 /s/ Brian C. Nelson

	Name:	 	Brian C. Nelson
	Title:	 	Vice President, Chief Financial Officer and Treasurer


  

			
	ENERGY & EXPLORATION PARTNERS
OPERATING, LP
		
	BY:	 	ENERGY & EXPLORATION PARTNERS OPERATING GP, LLC, ITS GENERAL PARTNER
		
	By:	 	 /s/ Brian C. Nelson

	Name:	 	Brian C. Nelson
	Title:	 	Vice President, Chief Financial Officer and Treasurer


 SIGNATURE PAGE 

SECOND SUPPLEMENT 







 Accepted as of January 31, 2014 
  

							
	ADMINISTRATIVE AGENT:	 		 	CORTLAND CAPITAL MARKET SERVICES LLC
				
		 		 	By:	 	 /s/ Emily Ergang Pappas

		 		 	Name:	 	Emily Ergang Pappas
		 		 	Title:	 	Associate Counsel

 SIGNATURE PAGE 

SECOND SUPPLEMENT 








							
	LEAD INVESTOR:	 		 	HIGHBRIDGE PRINCIPAL STRATEGIES, LLC
				
		 		 	By:	 	 /s/ Don Dimitrievich

		 		 	Name:	 	Don Dimitrievich
		 		 	Title:	 	Managing Director

 SIGNATURE PAGE 

SECOND SUPPLEMENT 








					
	HOLDERS:	  	HOLDERS: HIGHBRIDGE PRINCIPAL STRATEGIES – MEZZANINE PARTNERS II DELAWARE SUBSIDIARY, LLC
			
		  	By:	  	Highbridge Principal Strategies Mezzanine Partners II GP, L.P., as Manager
			
		  	By:	  	Highbridge Principal Strategies, LLC, its general partner
			
		  	By:	  	 /s/ Don Dimitrievich

		  	Name:	  	Don Dimitrievich
		  	Title:	  	Managing Director
		
		  	HIGHBRIDGE PRINCIPAL STRATEGIES – AP MEZZANINE PARTNERS II, L.P.
			
		  	By:	  	Highbridge Principal Strategies Mezzanine Partners II GP, L.P., its general partner
			
		  	By:	  	Highbridge Principal Strategies, LLC, its general partner
			
		  	By:	  	 /s/ Don Dimitrievich

		  	Name:	  	Don Dimitrievich
		  	Title:	  	Managing Director

 SIGNATURE PAGE 

SECOND SUPPLEMENT 







 
			
	APOLLO INVESTMENT CORPORATION
		
	By:	 	Apollo Investment Management, L.P., its Advisor
		
	By:	 	ACC Management, LLC, its General Partner
		
	By:	 	 /s/ Ted Goldthorpe

	Name:	 	Ted Goldthorpe
	Title:	 	President
	
	APOLLO SPECIAL OPPORTUNITIES MANAGED ACCOUNT, L.P.
		
	By:	 	Apollo SOMA Advisors, L.P., its General Partner
		
	By:	 	Apollo SOMA Capital Management, LLC, its General Partner
		
	By:	 	 /s/ Joseph D. Glatt

	Name:	 	Joseph D. Glatt
	Title:	 	Vice President and Assistant Secretary
	
	APOLLO CENTRE STREET PARTNERSHIP, L.P.
		
	By:	 	Apollo Centre Street Advisors (APO DC), L.P., its General Partner
		
	By:	 	Apollo Centre Street Advisors (APO DC-GP), LLC, its General Partner
		
	By:	 	 /s/ Joseph D. Glatt

	Name:	 	Joseph D. Glatt
	Title:	 	Vice President and Assistant Secretary


 SIGNATURE PAGE 

SECOND SUPPLEMENT 







 
			
	APOLLO SK STRATEGIC INVESTMENTS, L.P.
		
	By:	 	Apollo SK Strategic Advisors GP, L.P., its General Partner
		
	By:	 	Apollo SK Strategic Advisors, LLC, its General Partner
		
	By:	 	 /s/ Joseph D. Glatt

	Name	 	: Joseph D. Glatt
	Title:	 	Vice President and Assistant Secretary


 SIGNATURE PAGE 

SECOND SUPPLEMENT 







 INFORMATION RELATING TO HOLDERS

  

			
	 NAME AND ADDRESS

OF HOLDER
	  	PRINCIPAL AMOUNT
OF TRANCHE C
 NOTESTO BE PURCHASED

		
	Highbridge Principal Strategies – Mezzanine Partners II Delaware Subsidiary, LLC	  	$8,675,389.29
		
	 40 West 57th, 33rd Floor

New York, NY 10019
 Attn: Don Dimitrievich

Phone (212) 287-5491
	  	
		
	Highbridge Principal Strategies – AP Mezzanine Partners II, L.P.	  	$967,467.85
		
	 40 West 57th, 33rd Floor

New York, NY 10019
 Attn: Don Dimitrievich

Phone (212) 287-5491
	  	
		
	Apollo Investment Corporation	  	$2,678,571.48
		
	 c/o Apollo Management, L.P.
 9 W. 57th Street
 New York, NY 10019

Attn: Joseph Glatt
	  	
		
	Apollo Centre Street Partnership, L.P.	  	$803,571.49
		
	 c/o Apollo Management, L.P.
 9 W. 57th Street
 New York, NY 10019

Attn: Joseph Glatt
	  	
		
	Apollo Special Opportunities Managed Account, L.P.	  	$1,553,571.49
		
	 c/o Apollo Management, L.P.
 9 W. 57th Street
 New York, NY 10019

Attn: Joseph Glatt
	  	
		
	Apollo SK Strategic Investments, L.P.	  	$321,428.40
		
	 c/o Apollo Management, L.P.
 9 W. 57th Street
 New York, NY 10019

Attn: Joseph Glatt
	  	

 SCHEDULE A 







 Exhibit A 

FORM OF TRANCHE C NOTE 
  

					
	$ [        ]	  	 	                 , 201  	  

 FOR VALUE RECEIVED, Energy & Exploration Partners, Inc., a Delaware corporation (the “Issuer”),
hereby promises to pay to [                    ] (the “Holder”) or its registered assigns, at the principal office of
Cortland Capital Market Services LLC (the “Administrative Agent”), the principal sum of [        ] Dollars ($[        ]) (or such lesser amount as shall
equal the aggregate unpaid principal amount of the Notes purchased by the Holder from the Issuer under the Note Purchase Agreement as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the
dates and in the principal amounts provided in the Note Purchase Agreement, and to pay interest on the unpaid principal amount of this Note, at such office, in like money and funds, for the period commencing on the date of the purchase of this Note
until this Note shall be paid in full, at the rates per annum and on the dates provided in the Note Purchase Agreement. 
 The date and amount of this Note,
and each payment made on account of the principal thereof, shall be recorded by the Holder on its books and, prior to any transfer of this Note, may be endorsed by the Holder on the schedules attached hereto or any continuation thereof or on any
separate record maintained by the Holder. Failure to make any such notation or to attach a schedule shall not affect the Holder’s or the Issuer’s rights or obligations in respect of this Note or affect the validity of such transfer by the
Holder of this Note. 
 This Note is one of the Tranche C Notes referred to in the Note Purchase Agreement dated as of April 8, 2013, as supplemented
by the First Supplement, dated as of December 12, 2013, and the Second Supplement, dated as of January [ ], 2014 (such Note Purchase Agreement as the same may be amended, supplemented or restated from time to time, the “Note Purchase
Agreement”) among the Issuer, the Administrative Agent, and the holders signatory thereto (including the Holder). Capitalized terms used in this Note have the respective meanings assigned to them in the Note Purchase Agreement. 

This Note is issued pursuant to the Note Purchase Agreement and is entitled to the benefits provided for in the Note Purchase Agreement and the other Note
Documents. The Note Purchase Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of this Note upon the terms and conditions specified therein and other provisions relevant to
this Note. 
 The ownership of an interest in this Note shall be registered in the Register. Notwithstanding anything else in this Note to the contrary, the
right to the principal of, and stated interest on, this Note may be transferred only if the transfer is made in accordance with the terms and conditions of the Note Purchase Agreement, is registered in the Register and the transferee is identified
as the owner of an interest in the obligation. The Holder or its agent shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in this Note on the part of any other person or entity. 
 EXHIBIT A








 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

 

			
	ENERGY & EXPLORATION PARTNERS, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


 SIGNATURE PAGE 

TRANCHE C NOTE 







 Exhibit B 

SECOND SUPPLEMENT CLOSING DATE CERTIFICATE 

THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS: 

I am the [                    ] of
Energy & Exploration Partners, Inc., a Delaware corporation (“Issuer”). 
 1. The closing date certificate is
delivered pursuant to Section 3(e) of the Second Supplement, dated as of January [ ], 2014 (the “Second Supplement”), to the Note Purchase Agreement, dated as of April 8, 2013, by and among Issuer, the Holders party
thereto from time to time and Cortland Capital Market Services LLC, as administrative agent for the Holders (the “Administrative Agent”). 

2. I have reviewed the terms of the Second Supplement, the Note Purchase Agreement and the definitions and provisions contained in the Note
Purchase Agreement relating thereto, and in my opinion I have made, or have caused to be made under my supervision, such examination or investigation as is reasonably necessary to enable me to express an informed opinion as to the matters referred
to herein. 
 3. Based upon my review and examination described in paragraph 2 above, I certify, in my capacity as
[                    ] of Issuer, that as of the date hereof: 

(a) as of the Second Supplement Closing Date, the representations and warranties contained in each of the Second Supplement are
true and correct in all material respects on and as of the Second Supplement Closing Date (or to the extent such representations and warranties specifically relate to an earlier date on and as of such earlier date); and 

(b) as of the Second Supplement Closing Date, the Issuer has performed and complied with all covenants, agreements, obligations
and conditions contained in the Second Supplement that are required to be performed or complied with by the Issuer on or before the Second Supplement Closing Date. 

EXHIBIT B 







 The foregoing certifications are made and delivered as of January
    , 2014 
  

			
	ENERGY & EXPLORATION PARTNERS, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


 SIGNATURE PAGE 

SECOND SUPPLEMENT 

CLOSING DATE CERTIFICATE 







 Appendix A 

TOTAL COMMITMENTS 
  

																									
	 Holder
	  	Tranche A
Commitment	 	  	Tranche A
Pro Rate
Share	 	 	Tranche B
Commitment	 	  	Tranche B
Pro Rata
Share	 	 	Tranche C
Commitment	 	  	Tranche C
Pro Rata
Share	 
	 Highbridge

Principal

Strategies –

Mezzanine

Partners II

Delaware

Subsidiary, LLC
	  	$	30,730,996.57	  	  	 	21.952	% 	 	$	5,488,392.86	  	  	 	21.954	% 	 	$	8,675,389.29	  	  	 	57.836	% 
							
	 Highbridge

Principal

Strategies –

Offshore

Mezzanine

Partners

Master

Fund II, L.P.
	  	$	50,340,124.06	  	  	 	35.96	% 	 	$	8,988,750.00	  	  	 	35.955	% 	 				  			
							
	 Highbridge

Principal

Strategies –

Institutional

Mezzanine

Partners II

Subsidiary, L.P.
	  	$	5,404,077.49	  	  	 	3.86	% 	 	$	964,285.71	  	  	 	3.857	% 	 				  			
							
	 Highbridge

Principal

Strategies – AP

Mezzanine

Partners II, L.P.
	  	$	3,524,801.88	  	  	 	2.51	% 	 	$	630,000.00	  	  	 	2.520	% 	 	$	967,467.85	  	  	 	6.450	% 
							
	 Apollo Investment

Corporation
	  	$	25,000,000.00	  	  	 	17.86	% 	 	$	4,464,285.81	  	  	 	17.857	% 	 	$	2,678,571.48	  	  	 	17.857	% 
							
	 Apollo Centre

Street Partnership,

L.P.
	  	$	7,500,000.00	  	  	 	5.357	% 	 	$	1,339,285.81	  	  	 	5.357	% 	 	$	803,571.49	  	  	 	5.357	% 
							
	 Apollo Special

Opportunities

Managed Account,

L.P.
	  	$	14,500,000.00	  	  	 	10.357	% 	 	$	2,589,285.81	  	  	 	10.357	% 	 	$	1,553,571.49	  	  	 	10.357	% 
							
	 Apollo SK

Strategic

Investments, L.P.
	  	$	3,000,000.00	  	  	 	2.144	% 	 	$	535,714.00	  	  	 	2.143	% 	 	$	321,428.40	  	  	 	2.143	% 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 
	 Total
	  	$	140,000,000.00	  	  	 	100.00	% 	 	$	25,000,000	  	  	 	100.00	% 	 	$	15,000,000	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 

 Appendix A