Vanguard Natural Resources, LLC

This Restructuring Support Agreement (together with the exhibits attached hereto, and as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of February 1, 2017 and amended as of May 23, 2017, is entered into by and among: (i) Vanguard Natural Resources, LLC, a Delaware limited liability company (“VNR,” together with its direct and indirect subsidiaries, the “Debtors” or the “Company,” each a “Debtor”), (ii) certain holders of those certain 7.0% Senior Secured Second Lien Notes due 2023 (the “Second Lien Notes”, and all claims and obligations arising under or in connection with the Second Lien Notes, the “Second Lien Note Claims”) issued under the Indenture dated February 10, 2016, by and among VNR, VNR Finance Corp. (“VNR Finance”), and U.S. Bank National Association, as trustee, that are signatories hereto (collectively, the “Consenting Second Lien Note Holders” and the amount of claims held by the Consenting Second Lien Note Holders at any time, the “Consenting Second Lien Note Holder Claims”); (iii) certain holders of those certain 7.875% Senior Notes due 2020 (the ”2020 Notes”, and all claims and obligations arising under or in connection with the 2020 Notes, the “2020 Note Claims”) issued under the Indenture dated April 4, 2012, by and among VNR, VNR Finance, and U.S. Bank National Association, as trustee, that are signatories hereto (collectively the “Consenting 2020 Note Holders” and the amount of claims held by the Consenting 2020 Note Holders at any time, the “Consenting 2020 Note Holder Claims”); (iv) certain holders of those certain 8 3/8% Senior Notes due 2019 (the “2019 Notes” and together with the 2020 Notes, the “Senior Notes”, and all claims and obligations arising under or in connection with the 2019 Notes, the “2019 Note Claims” and together with the 2020 Note Claims, the “Senior Note Claims”) issued under the Indenture dated as of May 27, 2011, among Eagle Rock Energy Partners, L.P., Eagle Rock Energy Finance Corp., and U.S. Bank National Association, as trustee, that are signatories hereto (the “Consenting 2019 Note Holders,” and together with the Consenting 2020 Note Holders, the “Consenting Senior Note Holders”, and the amount of claims held by the Consenting 2019 Note Holders at any time, the

“Consenting 2019 Note Holder Claims” and together with the Consenting 2020 Note Holder Claims, the “Consenting Senior Note Holder Claims”); and (v) certain lenders under the Third Amended and Restated Credit Agreement among Vanguard Natural Gas, LLC, as borrower, each guarantor thereunder, Citibank, N.A., as issuing bank and administrative agent (in such capacity the “RBL Agent”), and the lenders from time to time party thereto, dated as of September 30, 2011 (as amended, the “RBL Facility”, and all claims and obligations arising under or in connection with the RBL Facility, the “RBL Facility Claims”), that are signatories hereto (collectively, the “Consenting RBL Lenders”). “Restructuring Support Parties” shall mean the Consenting Second Lien Note Holders, the Consenting Senior Note Holders, and the Consenting RBL Lenders. This Agreement collectively refers to the Debtors, the Restructuring Support Parties, and each other person that becomes a party to this Agreement in accordance with its terms as the “Parties” and each individually as a “Party.”

WHEREAS, the Parties have engaged in good faith, arm’s-length negotiations regarding a restructuring transaction (the “Restructuring”) pursuant to the terms and conditions set forth in this Agreement, including a proposed joint chapter 11 plan of reorganization for the Debtors on terms consistent with the Plan Term Sheet attached hereto as Exhibit A (the “Plan Term Sheet”) and incorporated by reference pursuant to Section 2 hereof (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with this Agreement, the “Plan”); and

WHEREAS, certain Consenting Second Lien Note Holders (the “2L Investors”) have committed to purchase $19.25 million of New Equity Interests (as defined in the Plan Term Sheet) pursuant to an Equity Commitment Agreement dated as of February 24, 2017 (the “Equity Commitment Agreement”) and amended as of May 24, 2017 on terms consistent with the Plan Term Sheet, the initial amount of the several commitment of each 2L Investor under the Equity Commitment Agreement (their “Equity Commitment”) is set forth therein; and

WHEREAS, certain Consenting Senior Note Holders (the “Backstop Parties”) have committed to (a) backstop the Senior Notes Rights Offering (as defined in the Plan Term Sheet), and (b) purchase for cash an aggregate of $31.25 million in principal amount of Term Facility A (as defined and as provided in the Plan Term Sheet), pursuant to a Backstop Commitment and Equity Investment Agreement dated as of February 24, 2017 and amended as of May 23, 2017 (as so amended, the “Backstop Commitment Agreement”) on terms consistent with the Plan Term Sheet, the initial amount of the several commitment of each Backstop Party under the Backstop Commitment Agreement (their “Backstop Commitment”) is set forth on a schedule thereto; and

WHEREAS, the Restructuring will be implemented pursuant to the Plan; in the voluntary cases commenced by the Debtors (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (as amended, the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), and

WHEREAS, this Agreement is not intended to be and shall not be deemed to be a solicitation for acceptances of any chapter 11 plan;

NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties, intending to be legally bound, hereby agrees as follows:

1.    RSA Effective Date. This Agreement shall become effective (the “RSA Effective Date”), and the obligations contained herein shall become binding upon the Parties, upon the execution and delivery of counterpart signature pages to this Agreement by and among (a) VNR, (b) Consenting Second Lien Note Holders holding, in aggregate, at least two thirds in principal amount outstanding of all Second Lien Note Claims, and (c) Consenting Senior Note Holders holding, in aggregate, at least a majority in principal amount outstanding of all 2020 Note Claims; provided, that, this Agreement shall also be effective, and the obligations contained herein binding upon each of them, upon execution and delivery of counterpart signature pages to this Agreement by Consenting RBL Lenders holding, in aggregate, at least two-thirds in principal amount outstanding and more than one-half in number of all RBL Facility Claims.

2.    Exhibits and Schedules. Each of the exhibits and schedules attached hereto (collectively, the “Exhibits and Schedules”) is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall include the Exhibits and Schedules (including any exhibits or schedules to such Exhibits and Schedules). Subject to the following sentence, in the event of any inconsistencies between the terms of this Agreement and the Plan, (a) prior to the Effective Date (as defined below), this Agreement shall govern, and (b) on and after the Effective Date, the Plan shall govern. In the event of any inconsistency between this Agreement (without reference to Exhibits and Schedules) and the Exhibits and Schedules this Agreement (without reference to Exhibits and Schedules) shall govern with respect to the consent rights in Paragraph 3 and the Amendment and Waiver provisions in Paragraphs 32 and 32A.

3.    Definitive Documentation. The definitive documents and agreements (the “Definitive Documentation”) governing the Restructuring shall include: (a) the Plan (and all schedules, exhibits and supplements thereto); (b) the order approving and confirming the Plan, including the settlements described therein (the “Confirmation Order”); (c) the disclosure statement (and all exhibits thereto) with respect to the Plan (the “Disclosure Statement”); (d) the solicitation materials with respect to the Plan (collectively, the “Solicitation Materials”); (e) the order approving the Disclosure Statement and the Solicitation Materials (the “DS Order”); (f) any interim (an “Interim DIP Order”) or final (the “Final DIP Order”) orders authorizing the use of cash collateral and/or the entry into debtor in possession financing and entered by the Bankruptcy Court after June [ ], 2017; (g) any credit agreement for debtor-in-possession financing (the “DIP Facility”) executed or amended after June [ ], 2017; (h) the Backstop Commitment Agreement; (i) the order approving the entry into the Backstop Commitment Agreement; (j) the Equity Commitment Agreement; (k)

any order approving the Equity Commitment Agreement; (l) the documents governing the Revolving Facility, Term Loan A and the Alternative Term Loan (each as defined in the Plan Term Sheet); (m) the Hedge Order (as defined in the Plan Term Sheet), ISDA and the other agreements and documents relating to hedging and (n) the documents identified on Exhibit C hereto that will be filed with the Disclosure Statement or otherwise comprise the Plan Supplement. The Definitive Documentation identified in the foregoing sentence (i)  shall contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement, (ii) shall otherwise be in form and substance satisfactory to the Debtors and reasonably satisfactory to those parties holding more than 66.66% of the Backstop Commitment held by Senior Commitment Parties (under, and as defined, in the Backstop Commitment Agreement) (the “Required Consenting Senior Note Holders”) and, other than with respect to items 4, 5, 9, and 11 on Exhibit C hereto, Consenting RBL Lenders holding more than 66.66% of the Consenting RBL Facility Claims (the “Required Consenting RBL Lenders”), and (iii) shall, with respect to the Equity Commitment Agreement, the order approving the Equity Commitment Agreement, and the notes to be issued to the holders of Allowed Second Lien Notes Claims under the Plan, be otherwise in form and substance reasonably satisfactory to Consenting Second Lien Note Holders holding more than 66.66% of the Consenting Second Lien Note Holder Claims (the “Required Consenting Second Lien Note Holders”). The Debtors will use commercially reasonable efforts to provide draft copies of the Definitive Documentation that the Debtors intend to file with the Bankruptcy Court (other than “first day” motions) to counsel to the Restructuring Support Parties at least two (2) business days before the date on which Debtors intend to file such documents or as soon as reasonably practicable thereafter. The Debtors will provide drafts of items 4, 5, 9, and 11 on Exhibit C hereto to the Consenting RBL Lenders and will consider their reasonable comments in good faith.

4.    Milestones. VNR shall implement the Restructuring on the following timeline (in each case, a “Milestone”):

Notwithstanding the above, a specific Milestone may be extended or waived with the express prior written consent of the Debtors, the Required Consenting Senior Note Holders, and the RBL Agent on behalf of the Required Consenting RBL Lenders; provided that the Milestone set forth in section (h) may not be extended beyond 185 days from the Petition Date without the additional consent of the Required Consenting Second Lien Note Holders.

5.    Commitment of Restructuring Support Parties.

(a)    From the RSA Effective Date and until the occurrence of a Termination Date (as defined below), each Restructuring Support Party shall (severally and not jointly), but without limiting the consent and approval rights provided by this Agreement:

withdrawn, and deemed void ab initio upon the occurrence of the Termination Date with respect to such Restructuring Support Party;

the 2020 Notes, or Wilmington Trust, N.A. (or its successor, as applicable) as trustee under the 2019 Notes to take any action, or refrain from taking any action, that would be inconsistent with this Agreement or the Restructuring.

Notwithstanding the foregoing, nothing in this Agreement and neither a vote to accept the Plan by any Restructuring Support Party nor the acceptance of the Plan by any Restructuring Support Party shall (y) be construed to prohibit any Restructuring Support Party from contesting whether any matter, fact, or thing is a material breach of, or is materially inconsistent with, this Agreement or (z) be construed to prohibit any Restructuring Support Party from appearing as a party-in-interest in any matter to be adjudicated in the Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not inconsistent with this Agreement and are not for the purpose of hindering, delaying, or preventing the consummation of the Restructuring.

For the purpose of this Restructuring Support Agreement, to the extent that a signature page hereto indicates that a Restructuring Support Party has executed this Restructuring Support Agreement solely with respect to a division, business unit, or trading desk, or similar internal partition, the term Consenting RBL Lender, Consenting Senior Noteholder or Consenting Second Lien Note Holder, as applicable, shall mean the division, business unit, trading desk or similar internal partition defined in the signature block of such Restructuring Support Party.

 

Notwithstanding anything to the contrary in this Restructuring Support Agreement, claims of a Restructuring Support Party subject to this Agreement shall not include any other claims, equity interests, actions or activities held or performed in a fiduciary capacity. To the extent that a Restructuring Support Party has executed this Restructuring Support Agreement solely with respect to a division, business unit, trading desk or similar internal partition, then claims of a Restructuring Support Party subject to this Restructuring Support Agreement shall not include any other claims, equity interests, actions or activities held, acquired or performed by any such other division, business unit, trading desk or similar internal partition of such Restructuring Support Party (other than the division, business unit or trading desk expressly identified on the signature pages hereto), unless and until such other division, business unit, trading desk or similar internal partition is or becomes a party to this Restructuring Support Agreement.

6.    Commitment of the Debtors. From the RSA Effective Date and until the occurrence of a Termination Date:

of the Definitive Documentation, (D) pay the fees and expenses required by Section 17, (E) make commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals for the Restructuring, (F) oppose any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (x) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code), (y) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (z) dismissing the Chapter 11 Cases, (G) oppose any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Debtors’ exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable, and (H) use all commercially reasonable efforts necessary to implement a hedging program that is reasonably acceptable to the Required Consenting Senior Note Holders and the Required Consenting RBL Lenders, including filing the Hedge Motion and promptly seeking entry of the Hedge Order; and (ii) shall not undertake any actions materially inconsistent with the adoption and implementation of the Plan and confirmation thereof.

(b) provide such information to the respective advisors to the Restructuring Support Parties regarding such discussions (including the identity of the proposing person(s) and copies of any materials provided to such parties hereunder) as necessary to keep the Restructuring Support Parties contemporaneously informed as to the status and substance of such discussions; and (c) to the extent the Debtors or their Representatives furnish any non-public information to the person proposing such Alternative Transaction, they shall simultaneously furnish such information to the respective legal counsel and financial advisors to the Restructuring Support Parties.

7.    Consenting Senior Note Holder Termination Events. The Required Consenting Senior Note Holders shall have the right, but not the obligation, upon five (5) days’ written notice to the Company, counsel to the RBL Agent, and counsel to the Consenting Second Lien Note Holders, to terminate the obligations of their Consenting Senior Note Holders under this Agreement upon the occurrence of any of the following events (each, a “Consenting Senior Note Holder Termination Event”), unless waived, in writing, by the Required Consenting Senior Note Holders on a prospective or retroactive basis:

8.    Consenting Second Lien Note Holder Termination Events. The Required Consenting Second Lien Note Holders shall have the right, but not the obligation, upon five (5) days’ written notice to the Company, counsel to the Consenting Senior Note Holders, and counsel to the RBL Agent to terminate the obligations of the Consenting Second Lien Note Holders under this Agreement upon the occurrence of any of the following events (each, a “Consenting Second Lien Note Holder Termination Event”), unless waived, in writing, by the Required Consenting Second Lien Note Holders on a prospective or retroactive basis:

8A.    Consenting RBL Lender Termination Events. The Required Consenting RBL Lenders shall have the right, but not the obligation, upon five (5) days’ written notice to the Company, counsel to the Consenting Senior Note Holders, and counsel to the Consenting Second Lien Note Holders, to terminate the obligations of the Consenting RBL Lenders under this Agreement upon the occurrence of any of the following events (each, a “Consenting RBL Lender Termination Event”), unless waived, in writing, by the Required Consenting RBL Lenders on a prospective or retroactive basis:

consummation of the Restructuring in a manner that (i) does not prevent or diminish in a material way compliance with the terms of the Plan and this Agreement and (ii) is reasonably acceptable to the Required Consenting RBL Lenders;

9.    VNR Termination Events. VNR may, in its sole discretion, terminate this Agreement as to all Parties upon five (5) days’ written notice to the Restructuring Support Parties following the occurrence of any of the following events (each a “Company Termination Event” and, together with the Consenting Senior Note Holder Termination Events, the Consenting Second Lien Note Holder Termination Events, and the Consenting RBL Lender Termination Events, the “Termination Events”):

Consenting Second Lien Note Holders such breach may be cured by the Consenting Senior Note Holders;

10.    Mutual Termination; Automatic Termination. This Agreement, and the obligations of all Parties hereunder, may be terminated by mutual agreement by and among VNR, on behalf of itself and each other Debtor, the Required Consenting Senior Note Holders and the Required Consenting RBL Lenders. Notwithstanding anything in this Agreement to the contrary, this Agreement and the obligations of all Parties hereunder shall terminate automatically on the Effective Date.

11.    Effect of Termination.

(a)    The earliest date on which a Party’s termination of this Agreement is effective in accordance with Section 7, Section 8, Section 8A, Section 9, or Section 10 of this Agreement shall be referred to as a “Termination Date.” Upon the occurrence of a Termination Date (w) under Section 7, the obligations of the Consenting Senior Note Holders shall be terminated immediately and such holders shall be released from their respective commitments, undertakings, and agreements hereunder and all other Parties hereto are released from their commitments, undertakings, and agreements to the Consenting Senior Note Holders, (x) under Section 8, the obligations of the Consenting Second Lien Note Holders shall be terminated immediately and such holders shall be released from their respective commitments, undertakings, and agreements hereunder and all other

Parties hereto are released from their commitments, undertakings, and agreements to the Consenting Second Lien Note Holders, and (y) under Section 8A, the obligations of the Consenting RBL Lenders shall be terminated immediately and such holders shall be released from their respective commitments, undertakings, and agreements hereunder and all other Parties hereto are released from their commitments, undertakings, and agreements to the Consenting RBL Lenders, and (z) under Section 9 or Section 10, all Parties’ obligations under this Agreement shall be terminated effective immediately, and all Parties hereto shall be released from their respective commitments, undertakings, and agreements hereunder; provided, however, that in each case, each of the following shall survive such termination and all rights and remedies with respect to such claims shall not be prejudiced in any way: (i) any claim for breach of this Agreement that occurs prior to such Termination Date and (ii) this Section 11 and Sections 15, 17, 18, 20, 21, 22, 23, 24, 25, 26, 28, 29, 33, 34, 35 and 36. Termination shall not relieve any Party from liability for its breach or non-performance of its obligations hereunder prior to the Termination Date.

12.    Cooperation and Support. VNR shall provide draft copies of all “first day” motions and “second day” motions that any Debtor intends to file with the Bankruptcy Court to counsel for the Restructuring Support Parties at least three (3) business days (or as soon thereafter as is reasonably practicable under the circumstances) prior to the date when such Debtor intends to file such document, and shall consult in good faith with such counsel regarding the form and substance of any such proposed filing with the Bankruptcy Court. The Debtors will use reasonable efforts to provide draft copies of all other material pleadings any Debtor intends to file with the Bankruptcy Court to counsel to the Restructuring Support Parties at least two (2) business days prior to filing such pleading and shall consult in good faith with such counsel regarding the form and substance of any such proposed pleading. For the avoidance of doubt, the Parties agree to negotiate in good faith the Definitive Documentation that is subject to negotiation and completion, consistent with the last sentence of Section 3 hereof and the Plan Term Sheet.

13.    Transfers of Claims and Interests.

(a)    Each Restructuring Support Party shall not (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest in respect of any of such Restructuring Support Party’s claims against, or interests in, any Debtor, as applicable, in whole or in part, or (ii) deposit any of such Restructuring Support Party’s claims against, or interests in, any Debtor, as applicable, into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such claims or interests (the actions described in clauses (i) and (ii) are collectively referred to herein as a “Transfer” and the Restructuring Support Party making such Transfer is referred to herein as the “Transferor”), unless such Transfer is to (a) another Restructuring Support Party and notice of such Transfer is provided to counsel to VNR and counsel to the Consenting Second Lien Note Holders, Consenting Senior Note Holders, or Consenting RBL Lenders, as applicable or (b) any other entity that agrees, in writing, to be bound by the terms of this Agreement by executing and delivering to VNR, a Transferee

Joinder substantially in the form attached hereto as Exhibit B (the “Transferee Joinder”). With respect to claims against, or interests in, a Debtor held by the relevant transferee upon consummation of a Transfer in accordance herewith, such transferee shall be deemed to make all of the representations, warranties, and covenants of a Restructuring Support Party, as applicable, set forth in this Agreement, and shall be deemed to be a Party and a Restructuring Support Party for all purposes under the Agreement. Upon compliance with the foregoing, the Transferor shall be deemed to relinquish its rights under this Agreement solely to the extent of such transferred rights and obligations but shall otherwise remain party to this Agreement as a Restructuring Support Party with respect to any Claims not so transferred. Any Transfer made in violation of this Section 12 shall be deemed null and void and of no force or effect.

(b)    Notwithstanding Section 13(a): (A) a Restructuring Support Party may settle or deliver any Claims to settle pursuant to an agreement to Transfer such Claim entered into by such Party prior to the date of this Agreement pending as of the date of such Party's entry into this Agreement without the requirement that the transferee be or become a Party or execute a Transferee Joinder (subject to compliance with applicable securities laws and it being understood that any Claims acquired and held (i.e. not as part of a short transaction) shall be subject to the terms of this Agreement; and (B) (i) a Restructuring Support Party may transfer (by purchase, sale, assignment, participation or otherwise) its right, title, and/or interest in respect of any of such Restructuring Support Party’s claims against, or interests in, any Debtor, as applicable, to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Restructuring Support Party, provided that such transfer shall only be valid if such Qualified Marketmaker transfers (by purchase, sale, assignment, participation or otherwise) such right, title and/or interest within ten (10) days of its receipt thereof to a transferee that is, or concurrent with such transfer becomes, a Restructuring Support Party, and (ii) to the extent that a party to this Agreement is acting in its capacity as a Qualified Marketmaker, it may transfer (by purchase, sale, assignment, participation or otherwise) any right, title, or interest in respect of any claims against, or interests in, any Debtor, as applicable, that the Qualified Marketmaker acquires from a holder of such interests who is not a Restructuring Support Party without the requirement that the transferee be or become a Restructuring Support Party.  For these purposes, a “Qualified Marketmaker” means an entity that (x) holds itself out to the market as standing ready in the ordinary course of its business to purchase from customers and sell to customers claims against the Debtors (including debt securities or other debt) or enter with customers into long and short positions in claims against the Debtors (including debt securities or other debt), in its capacity as a dealer or market maker in such claims against the Debtors, and (y) is in fact regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

(c)    Transfers of Backstop Commitments shall be subject solely to the terms contained in the Backstop Commitment Agreement and may be transferred independently of Senior Note Claims or Second Lien Note Claims.

(d)    Transfers of Equity Commitments shall be subject solely to the terms contained in the Equity Commitment Agreement and may be transferred independently of Senior Note Claims or Second Lien Note Claims.

14.    Releases and Exculpation. To the fullest extent permitted by applicable law, the Plan shall provide for comprehensive mutual release and exculpation provisions from and for the benefit of each of the following (in their respective capacities as such): the Debtors, the Consenting Second Lien Note Holders, the Consenting Senior Note Holders, the Consenting RBL Lenders, the RBL Agent, the Backstop Parties, the 2L Investors, Delaware Trust Company, as trustee for the Second Lien Notes, UMB Bank, National Association as trustee for the 2020 Notes, and Wilmington Trust, National Association, as trustee for the 2019 Notes, and all individuals or entities serving, or who have served as a manager, director, managing member, officer, partner, shareholder (other than with respect to an equity holder of a Debtor), or employee of any of the foregoing, and the attorneys and other advisors to each of the foregoing.

15.    Acknowledgment. No securities of the Company are being offered or sold hereby and this Agreement neither constitutes an offer to sell nor a solicitation of an offer to buy any securities of VNR. This Agreement is not, and shall not be deemed to be, a solicitation of a vote for the acceptance of the Plan. The acceptance of the Plan by each of the Restructuring Support Parties will not be solicited until such Parties have received the Disclosure Statement and related ballots in accordance with applicable law (including as provided under sections 1125(g) and 1126(b) of the Bankruptcy Code) and will be subject to sections 1125, 1126, and 1127 of the Bankruptcy Code.

or other organizational action on its part and no other proceedings on its part are necessary to authorize and approve this Agreement or any of the transactions contemplated herein;

other registrations, filings, consents, approvals, notices, or other actions, the failure of which to make, obtain or take, as applicable, would not be reasonably likely, individually or in the aggregate, to materially delay or materially impair the ability of any Party hereto to consummate the transactions contemplated hereby;

17.    Fees. VNR shall (a) pay or reimburse when due all reasonable and documented fees and expenses (including travel costs and expenses) of the following (regardless of whether such fees and expenses were incurred before or after the Petition Date), Milbank, Tweed, Hadley & M^cCloy LLP as primary counsel, Porter Hedges LLP, as local counsel, W.D. Von Gonten & Co. (or comparable consulting firm) as consultants, PJT Partners LP as financial advisor, in each case to

the Consenting Senior Note Holders and Backstop Parties and any such other advisors or consultants as may be reasonably determined by the Consenting Senior Note Holders and Backstop Parties, in consultation with VNR, and (b) subject to Bankruptcy Court approval, pay or reimburse when due (and absent such approval shall pay or reimburse on the effective date of the Plan), all reasonable and documented fees and expenses (including travel costs and expenses) of the following (regardless of whether such fees and expenses were incurred before or after the Petition Date), Morrison & Foerster LLP as primary counsel, Jackson Walker LLP as local counsel, and Centerview Partners LLC as financial advisor, in each case to the Consenting Second Lien Note Holders and 2L Investors. The fees and expenses of the RBL Agent and holders of RBL Facility Claims shall be paid as provided for in the Plan Term Sheet.

18.    Creditors’ Committee. All Parties agree that they shall not oppose, and nothing in this Agreement shall prohibit, the participation of any of the Consenting Senior Note Holders, the indenture trustee for the 2019 Notes, or indenture trustee the 2020 Notes on any official committee of unsecured creditors formed in the Chapter 11 Cases. Notwithstanding anything herein to the contrary, if any Consenting Senior Note Holder (or indenture trustee) is appointed to and serves on an official committee of creditors in the Chapter 11 Cases, the terms of this Agreement shall not be construed so as to limit such Consenting Senior Note Holder’s (or indenture trustee’s) exercise of its fiduciary duties to any person arising from its service on such committee, and any such exercise of such fiduciary duties shall not be deemed to constitute a breach of the terms of this Agreement; provided, that, nothing in this Agreement shall be construed as requiring any Consenting Senior Note Holder to serve on any official committee in any of the Chapter 11 Cases.

19.    [Reserved]

20.    No Waiver or Admissions. If the transactions contemplated herein are not consummated, or if this Agreement is terminated for any reason, nothing herein shall be construed as a waiver by any Party of any or all of such Party’s rights, remedies, or interests, and the Parties expressly reserve any and all of their respective rights, remedies, and interests. This Agreement shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Party of any claim or fault or liability or damages whatsoever. Each of the Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert. No Party shall have, by reason of this Agreement, a fiduciary relationship in respect of any other Party or any person or entity, and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon any Party any obligations in respect of this Agreement except as expressly set forth herein. This Agreement and the Restructuring are part of a proposed settlement of a dispute among the Parties. Pursuant to Federal Rule of Evidence 408 and any applicable state rules of evidence, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding involving enforcement of the terms of this Agreement.

21.    Relationship Among Parties. Notwithstanding anything herein to the contrary, the duties and obligations of the Parties under this Agreement (other than the Debtors) shall be several, not joint. In the event damages result from the breach of this Agreement by more than one Restructuring Support Party, each such breaching Restructuring Support Party shall be liable, on a several basis, for its pro rata share of such damages, determined by multiplying such damages by the amount of Senior Note Claims, Second Lien Note Claims, and RBL Facility Claims held by such party divided by the aggregate amount of Senior Note Claims, Second Lien Note Claims, and RBL Facility Claims held by all such breaching parties. No prior history, pattern, or practice of sharing confidences among or between Parties shall in any way affect or negate this understanding and Agreement. The Parties hereto acknowledge that this Agreement and the other Definitive Documentation do not constitute an agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Debtors and the Restructuring Support Parties do not constitute a “group” within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended. No action taken by any Restructuring Support Party pursuant to this Agreement shall be deemed to constitute or to create a presumption by any of the Parties that the Restructuring Support Parties are in any way acting in concert or as such a “group.”

22.    Specific Performance; Remedies Cumulative. Each Party acknowledges and agrees that the exact nature and extent of damages resulting from a breach of this Agreement are uncertain at the time of entering into this Agreement and that any such breach of this Agreement would result in damages that would be difficult to determine with certainty. It is understood and agreed by the Parties that money damages may not be a sufficient remedy for any breach of this Agreement by any Party, and that each non-breaching Party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy of any such breach, including, without limitation, an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder. Such remedy shall not be deemed to be the exclusive remedy for the breach of this Agreement by any Party or its representatives. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy by any Party hereto shall not preclude the simultaneous or later exercise of any other such right, power, or remedy hereunder.

23.    Governing Law and Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, each of the Parties irrevocably and unconditionally agrees for itself that any legal action, suit, or proceeding against it with respect to any matter arising under, arising out of, or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit, or proceeding, shall be brought in either the United

States District Court for the Southern District of Texas or, if jurisdiction is not available in such court, any Texas State court sitting in Houston, and by execution and delivery of this Agreement, each of the Parties irrevocably accepts and submits itself to the exclusive jurisdiction of such court, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the foregoing, each Party agrees that the Bankruptcy Court shall have exclusive jurisdiction of all matters arising under, arising out of, or in connection with this Agreement. By execution and delivery of this Agreement, each of the Parties irrevocably and unconditionally submits to the personal jurisdiction of the Bankruptcy Court solely for purposes of any action, suit, or proceeding or other contested matter arising under, arising out of, or in connection with this Agreement, or for recognition or enforcement of any judgment rendered or order entered in any such action, suit, proceeding, or other contested matter.

24.    Waiver of Right to Trial by Jury. Each of the Parties waives any right to have a jury participate in resolving any dispute, whether sounding in contract, tort, or otherwise, between any of them arising out of, arising under, in connection with, relating to, or incidental to the relationship established between any of them in connection with this Agreement. Instead, any disputes resolved in court shall be resolved in a bench trial without a jury.

25.    Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon each of the Parties and their respective successors, assigns, heirs, transferees, executors, administrators, and representatives, in each case solely as such parties are permitted under this Agreement; provided, however, that nothing contained in this Section 25 shall be deemed to permit any transfer, tender, vote, or consent of any claims other than in accordance with the terms of this Agreement.

26.    No Third-Party Beneficiaries. This Agreement shall be solely for the benefit of the Parties hereto (or any other party that may become a Party to this Agreement pursuant to Section 13 of this Agreement), and no other person or entity shall be a third-party beneficiary of this Agreement.

27.    Consideration. The Parties acknowledge that, other than the agreements, covenants, representations, and warranties set forth herein and to be included in the Definitive Documentation, no consideration shall be due or paid to the Restructuring Support Parties in exchange for their obligations in this Agreement.

28.    Notices. All notices (including, without limitation, any notice of termination) and other communications from any Party given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed electronic mail or facsimile, (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day

after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

Vanguard Natural Resources, LLC

5847 San Felipe, Suite 3000

Houston, Texas 77057

Attn:     Scott W. Smith, President and Chief Executive Officer

Richard Robert, Chief Financial Officer

Fax: (832) 327-2260

Email: ***@***

***@***

Paul Hastings LLP

71 S. Wacker Drive

45th Floor

Chicago, IL 60606

Tel.: (312) 499-6000

Fax.: (312) 499-6100

Attn:     Chris Dickerson

Douglas Getten

Todd Schwartz

Email:      ***@***

***@***

***@***

Morrison & Foerster LLP

250 West 55^th Street

New York, New York 10019

Tel: (212) 468-8000

Fax: (212) 468-7900

Attn:     John Pintarelli

Jon Levine

Daniel Harris

Email:     ***@***

***@***

***@***

Milbank, Tweed, Hadley & M^cCloy LLP

28 Liberty Street

New York, New York 10005

Tel: (212) 530-5100

Fax: (212) 530-5219

Attn:     Dennis Dunne

Samuel Khalil

Brian Kinney

Email: ***@***

***@***

***@***

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Tel: (212) 310-8000

Fax: (212) 310-8007

Attn:    Stephen Karotkin

Joseph Smolinsky

Blaire Cahn

Email: ***@***

***@***

***@***

29.    Entire Agreement. This Agreement, including the Exhibits and Schedules hereto, constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all other prior negotiations, agreements, representations, warranties, term sheets, proposals, and understandings, whether written, oral, or implied, among the Parties with respect to the subject matter of this Agreement; provided, however, that any confidentiality agreement executed by any Party shall survive this Agreement and shall continue in full force and effect, subject to the terms thereof, irrespective of the terms hereof.

30.    Time Periods. If any time period or other deadline provided in this Agreement expires on a day that is not a business day, then such time period or other deadline, as applicable, shall be deemed extended to the next succeeding business day.

31.    Severability of Provisions. If any provision of this Agreement for any reason is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the remaining provisions shall remain in full force and effect if the essential terms and conditions of this Agreement for each party remain valid, binding, and enforceable.

32.    Amendment or Waiver.

(a)    This Agreement may not be modified, amended, or supplemented without the prior written consent of VNR and the Required Consenting Senior Note Holders. Notwithstanding the foregoing, this Section 32 may not be modified, altered, or amended except in writing signed by each of the Parties.

(b)    Each of the Parties agrees to negotiate in good faith all amendments and modifications to this Agreement as reasonably necessary and appropriate to consummate the Restructuring.

(c)    No waiver of any of the provisions of this Agreement shall be deemed or constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall any waiver be deemed a continuing waiver.

32A.     Additional Consent Provisions.

(a)This Agreement may not be modified, amended, or supplemented without the prior written consent of the Required Consenting RBL Lenders.

(b)Notwithstanding the foregoing, the consent of each affected RBL Lender shall be required in connection with (i) any increase of its commitment; (ii) the postponement of any scheduled date for payment of principal, interest, fees, or other amounts payable to such Consenting RBL Lender; (iii) any reduction in the principal amount of any loan, interest rate, fee, or other amount payable to such Consenting RBL Lender; (iv) altering the pro rata sharing of payments; or (v) any other modification that reduces the amount of cash or principal amount of notes that such Consenting RBL Lender receives under the Plan (it being agreed that the addition of additional Consenting RBL Lenders or the election by other RBL Lenders of Option 1 or Option 2, each in accordance with the terms of this Agreement, shall not constitute such an alteration).

1.Counterparts. This Agreement may be executed in one or more counterparts, each of which, when so executed, shall be deemed an original and all of which shall constitute one and the same Agreement. The signatures of all of the Parties need not appear on the same counterpart.

Delivery of an executed signature page of this Agreement by facsimile or electronic mail shall be effective as delivery of a manually executed signature page of this Agreement.

2.Public Disclosure. VNR may, in its sole discretion, disclose this Agreement (including the signature pages hereto) in a press release and/or public filing, including the Chapter 11 Cases; but shall not disclose the holdings set forth on any signature page hereto or the commitment schedules annexed hereto.

3.Headings. The section headings of this Agreement are for convenience only and shall not affect the interpretation hereof. References to sections, unless otherwise indicated, are references to sections of this Agreement.

4.Interpretation. This Agreement constitutes a fully negotiated agreement among commercially sophisticated parties and therefore shall not be construed or interpreted for or against any Party, and any rule or maxim of construction to such effect shall not apply to this Agreement.

The undersigned (“Joining Party”) hereby acknowledges that it has read and understands the Restructuring Support Agreement (the “Agreement”), dated as of February 1, 2017 as amended as of May 23, 2017, entered into by and among Vanguard Natural Resources, LLC (“VNR”), certain other direct and indirect subsidiaries of VNR (collectively, the “Company”) and certain holders of claims against the Company signatory thereto and, with respect to the claims set forth below, agrees to be bound to the terms and conditions thereof as a “Consenting RBL Lender” and shall be deemed a “Restructuring Support Party” under the terms of the Agreement.

The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Restructuring Support Agreement (the “Agreement”), dated as of June 6, 2017, entered into by and among Vanguard Natural Resources, LLC (“VNR”), certain other direct and indirect subsidiaries of VNR (collectively, the “Company”), [Transferor’s Name] (“Transferor”) and other holders of claims against the Company signatory thereto and, with respect to the claims acquired from the Transferor, agrees to be bound to the terms and conditions thereof to the extent Transferor was thereby bound, without modification, and shall be deemed a “Restructuring Support Party” under the terms of the Agreement.

Date Executed: ___________, 2017

Name:

Title:

                        

Principal Amount of Debt acquired:

$ _________________ of outstanding principal amount of loans under the RBL Facility

$__________________ of Second Lien Note Claims

$__________________ of Senior Note Claims

Acknowledgements:

Name:

Title:

The undersigned (“Joining Party”) hereby acknowledges that it has read and understands the Restructuring Support Agreement (the “Agreement”), dated as of February 1, 2017 as amended as of June 6, 2017, entered into by and among Vanguard Natural Resources, LLC (“VNR”), certain other direct and indirect subsidiaries of VNR (collectively, the “Company”) and certain holders of claims against the Company signatory thereto and, with respect to the claims set forth below, agrees to be bound to the terms and conditions thereof as a “Consenting RBL Lender” and shall be deemed a “Restructuring Support Party” under the terms of the Agreement.

Date Executed: ___________, 2017

Name:

Title:

                        

Principal Amount of Debt:

$ _________________ of loans under the RBL Facility

$__________________ of Second Lien Note Claims

$__________________ of Senior Note Claims

Acknowledgements:

Name:

Title:

NOTHING IN THIS TERM SHEET SHALL CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, A STIPULATION OR A WAIVER, AND EACH STATEMENT CONTAINED HEREIN IS MADE WITHOUT PREJUDICE, WITH A FULL RESERVATION OF ALL RIGHTS, REMEDIES, CLAIMS AND DEFENSES OF THE NOTEHOLDERS, THE RBL LENDERS, COMPANY, AND ANY CREDITOR PARTY. THIS TERM SHEET DOES NOT INCLUDE A DESCRIPTION OF ALL OF THE TERMS, CONDITIONS, AND OTHER PROVISIONS THAT ARE TO BE CONTAINED IN THE DEFINITIVE DOCUMENTS, WHICH REMAIN SUBJECT TO DISCUSSION, NEGOTIATION AND EXECUTION. THIS TERM SHEET AND THE TERMS CONTAINED HEREIN ARE CONFIDENTIAL.

This plan term sheet (the “Plan Term Sheet”) sets forth certain key terms of a potential restructuring transaction (the “Transaction”) with respect to the existing debt and other obligations of Vanguard Natural Resources, LLC (“VNR”), and its affiliated companies that are debtors under chapter 11 of the Bankruptcy Code (collectively with VNR, the “VNR Parties” or the “Company”). The Transaction will be effected pursuant to a chapter 11 plan of reorganization (the “Plan”) in the Company’s chapter 11 cases pending in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). To effectuate the Transaction, certain holders of Senior Note Claims (the “Ad Hoc Senior Noteholders”), certain holders of Second Lien Note Claims (the “Ad Hoc 2L Noteholders”), and certain RBL Lenders (the “Consenting RBL Lenders”) under the RBL (as defined below) have executed a restructuring support agreement (as amended as of June 6, 2017 and as may be further amended in accordance with its terms, the “RSA”) with the Company, to which this Plan Term Sheet is appended. The Plan will act as (and contain) a global settlement of all claims and causes of actions amongst the relevant parties.

The Transaction will be financed by (i) use of cash collateral; (ii) a fully committed $19.25 million equity investment (the “2L Investment”) pursuant to the Equity Commitment Agreement by certain holders of Second Lien Note Claims (in their capacity as such, the “2L Investors”); (iii)  a $255.75 million rights offering (the “Senior Note Rights Offering”) that is fully backstopped by certain holders of Senior Note Claims (in their capacity as such, the “Senior Note Backstop Parties”), pursuant to the Backstop Commitment Agreement; (iv) the Revolving Facility (as defined below); (v) the Term Facility (as defined below); (vi) the purchase (at par) for cash of $31.25 million in principal amount of the Term Facility by certain Senior Note Backstop Parties; and (vii) the Alternative Term Loan (as hereinafter defined).

Reference is made to the following documents and obligations:

The below summarizes the treatment to be received on or as soon as practicable after the Plan Effective Date (as defined below) by holders of claims against, and interests in, the Company pursuant to the Plan.

This FIRST AMENDMENT TO BACKSTOP COMMITMENT AGREEMENT AND EQUITY INVESTMENT AGREEMENT AND RESTRUCTURING SUPPORT AGREEMENT (this "Amendment") is made and entered into as of June 6, 2017, by and among Vanguard Natural Resources, LLC, a Delaware limited liability company and the ultimate parent of each of the other Debtors (as a debtor in possession and a reorganized debtor, as applicable, the "Company"), on behalf ofitself and the other Debtors, on the one hand, and the parties set forth on Schedule 1 hereto (collectively, the "Amending Commitment Parties" and, together with the Company, the "Amendment Parties").

WHEREAS, reference is made to the Restructuring Supp01i Agreement, effective as of February 1, 2017 (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the "RSA") by and among the Company and the Restructuring Support Parties thereto;

WHEREAS, on February 1, 2017, the Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the "Bankruptcy Code"), in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court");

WHEREAS, Commitment Parties entered into that certain Backstop Commitment and Equity Investment Agreement, dated as of February 24, 2017 with the Company (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the "BCA");

WHEREAS, the Amending Commitment Parties hold at least two-thirds of the aggregate Rights Offering Backstop Commitments, and constitute the Required Consenting Senior Note Holders;

NOW, THEREFORE, in consideration of the mutual promises contained herein, along with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Amendment Parties hereby agree as follows: