Ratification and Fourth Amendment to Fourth Amended and Restated Credit Agreement, dated March 31, 2019, among Vanguard Natural Gas, LLC, Vanguard Natural Resources, Inc., Citibank N.A., as Administrative Agent and lenders party thereto

THIS RATIFICATION AND FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (the “Fourth Amendment to Credit Agreement,” or this “Amendment”) is dated as of March 31, 2019, among VANGUARD NATURAL GAS, LLC, a Kentucky limited liability company (“Borrower”), VANGUARD NATURAL RESOURCES, INC., a Delaware corporation, as Parent, and CITIBANK, N.A., as Administrative Agent (the “Administrative Agent”), and the financial institutions executing this Amendment as Lenders.

A.    Borrower, the financial institutions signing as Lenders and Administrative Agent are parties to a Fourth Amended and Restated Credit Agreement dated as of August 1, 2017, as amended by a Limited Waiver and First Amendment to Fourth Amended and Restated Credit Agreement dated as of January 9, 2018, as amended by a Second Amendment to Fourth Amended and Restated Credit Agreement dated as of July 5, 2018, and as amended by a Third Amendment to Fourth Amended and Restated Credit Agreement dated as of December 6, 2018 (as further amended, modified, and supplemented and in effect prior to the date hereof collectively, the “Original Credit Agreement”).

B.    Certain Lenders have purported to assign Loans and/or Revolving Credit Commitments pursuant to Assignment and Assumptions with assignees in contravention of the condition set forth in Section 12.04(b)(ii)(B) of the Original Credit Agreement that each partial assignment of a Revolving Credit Commitment and Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Original Credit Agreement, as more specifically described on Schedule A attached hereto (the “Specified Assignments”).

C.    The parties desire to amend the Original Credit Agreement as hereinafter provided and to ratify the Specified Assignments as assignments permitted by Section 12.04 of the Original Credit Agreement, notwithstanding the failure to comply with the condition set forth in Section 12.04(b)(ii)(B) of the Original Credit Agreement.

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Same Terms. All terms used herein which are defined in the Original Credit Agreement shall have the same meanings when used herein, unless the context hereof otherwise requires or provides. In addition, (i) all references in the Loan Documents to the “Agreement” shall mean the Original Credit Agreement, as amended by this Amendment, as the same shall hereafter be amended from time to time, and (ii) all references in the Loan Documents to the “Loan Documents” shall mean the Loan Documents, as amended by this Amendment, as the same shall hereafter be amended from time to time. In addition, the following terms have the meanings set forth below:

“Credit Agreement” means the Original Credit Agreement, as amended hereby and as further amended, modified or supplemented or in effect from time to time after the date hereof.

“Fourth Amendment Effective Date” means the date when the conditions set forth in Section 2 of this Amendment have been complied with to the satisfaction of the Administrative Agent, unless waived in writing by the Administrative Agent.

2.    Conditions Precedent. The obligations, agreements and waivers of Lenders as set forth in this Amendment are subject to the satisfaction (in the opinion of Administrative Agent), unless waived in writing by Administrative Agent, of each of the following conditions (and upon such satisfaction, this Amendment shall be deemed to be effective as of the Fourth Amendment Effective Date):

(a)    Fourth Amendment to Credit Agreement. Administrative Agent shall have received duly executed counterparts of this Amendment from Borrower and Lenders to the Original Credit Agreement constituting the Majority Revolving Lenders.

3.    Amendments to Original Credit Agreement. On the Fourth Amendment Effective Date,

A.    Section 12.04(b)(ii)(B) of the Original Credit Agreement shall be amended to read in its entirety as follows:

(B)    each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, except that this clause (B) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among the Revolving Credit Commitments and the Revolving Loans, on the one hand, and the Term Loans, on the other hand, on a non-pro rata basis;

B.    Annex I to the Original Credit Agreement is hereby amended and restated in its entirety as Annex I attached hereto.

4.    Ratification. Each of the undersigned does hereby acknowledge and ratify each Specified Assignment and does hereby deem each Specified Assignment to be an assignment of Loans and/or Revolving Credit Commitments, as applicable, pursuant to Section 12.04 of the Credit Agreement. Notwithstanding Section 12.04(b)(ii)(B) of the Original Credit Agreement, each of the undersigned does hereby deem each purported assignee of each Specified Assignment to be a Lender to the extent of the Loans and/or Revolving Credit Commitments assigned thereby and each purported assignor to have assigned its rights and obligations under the Credit Agreement to the extent described in, and pursuant to, the applicable Specified Assignment.

5.    Certain Representations. Borrower represents and warrants that, as of the Fourth Amendment Effective Date: (a) Borrower has full power and authority to execute this Amendment and this Amendment constitutes the legal, valid and binding obligation of Borrower enforceable in accordance with its terms, except as enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; and (b) no authorization, approval, consent or other action by, notice to, or filing with, any governmental authority or other person is required for the execution, delivery and performance by Borrower thereof.

6.    No Further Amendments. Except as previously amended in writing or as amended hereby, the Original Credit Agreement shall remain unchanged and all provisions shall remain fully effective between the parties.

7.    Acknowledgments and Agreements. Borrower acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms, and Borrower waives any defense, offset, counterclaim or recoupment with respect thereto. Borrower, Administrative Agent, Issuing Bank and each Lender do hereby adopt, ratify and confirm the Original Credit Agreement, as amended hereby, and acknowledge and agree that the Original Credit Agreement, as amended hereby, is and remains in full force and effect. Borrower acknowledges and agrees that its liabilities and obligations under the Original Credit Agreement, as amended hereby, and under the other Loan Documents, are not impaired in any respect by this Amendment. This Amendment is a Loan Document and any breach of any representations, warranties and covenants under this Amendment shall be subject to Section 10.01 of the Original Credit Agreement.

8.    Limitation on Agreements. The modifications set forth herein are limited precisely as written and shall not be deemed (a) to be a consent under or a waiver of or an amendment to any other term or condition in the Original Credit Agreement or any of the Loan Documents, or (b) to prejudice any right or rights that Administrative Agent now has or may have in the future under or in connection with the Original Credit Agreement and the other Loan Documents, each as amended hereby, or any of the other documents referred to herein or therein. This Amendment shall constitute a Loan Document for all purposes.

9.    Confirmation of Security. Borrower hereby confirms and agrees that all of the Security Instruments that presently secure the Obligations shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Obligations as described in the Original Credit Agreement as modified by this Amendment.

10.    Counterparts. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which constitute one instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto.

11.    Incorporation of Certain Provisions by Reference. The provisions of Section 12.10 of the Original Credit Agreement captioned “Governing Law,” Section 12.11 of the Original Credit Agreement captioned “Submission to Jurisdiction”, Section 12.12 of the Original Credit Agreement captioned “Waiver of Venue”, Section 12.13 of the Original Credit Agreement captioned “Service of Process”, and Section 12.14 of the Original Credit Agreement captioned “WAIVER OF JURY TRIAL” are incorporated herein by reference for all purposes.

12.    Entirety, Etc. This Amendment and all of the other Loan Documents embody the entire agreement between the parties. THIS AMENDMENT AND ALL OF THE OTHER LOAN 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.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the date and year first above written.