First Amendment to Debtor-in-Possession Credit Agreement, dated as of April 29, 2019, among Vanguard Natural Gas, LLC, the Guarantors party thereto, the Administrative Agent, the Existing Lender and the New Lenders

THIS FIRST AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”) is entered into effective as of April 29, 2019 (the “Effective Date”) among VANGUARD NATURAL GAS, LLC, a Kentucky limited liability company (the “Borrower”), the undersigned Guarantors, CITIBANK, N.A., as the administrative agent (in such capacity, the “Administrative Agent”), Citibank, N.A., as the lender (in such capacity, the “Existing Lender”) and the New Lenders (as defined below). Unless otherwise defined herein, all capitalized terms used herein that are defined in the Credit Agreement referred to below shall have the meanings given such terms in the Credit Agreement.

WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the Existing Lender are parties to that certain Debtor-in-Possession Credit Agreement, dated as of April 3, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and the Existing Credit Agreement as amended by this Agreement, the “Credit Agreement”);

WHEREAS, pursuant to the Existing Credit Agreement, the Existing Lender has made New Money Loans to the Borrower and provided certain other credit accommodations to the Borrower;

WHEREAS, The Borrower has requested that each of the financial institutions party hereto other than the Existing Lender and the Administrative Agent (each, a “New Lender”, and collectively, the “New Lenders” and, together with the Existing Lender, the “Lenders”) become Lenders under the Credit Agreement with a Roll-Up Loan Amount as set forth on Annex I to the Credit Agreement (as amended hereby) and an Applicable Percentage with respect to New Money Loans and Commitments as set forth on Annex II to the Credit Agreement (as amended hereby).

NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the Borrower, the Guarantors, the Administrative Agent, the Issuing Bank, the New Lenders and the Existing Lender hereby agree as follows:

1.1    Section 1.01 of the Credit Agreement is hereby amended as follows:

(a)    By inserting the following defined terms in the appropriate alphabetical order:

“Alternative Restructuring Proposal” means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, financing, joint venture, partnership, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, debtor-in-possession financing, exit financing,

use of cash collateral, share exchange, business combination, or similar transaction, in each case to the extent received after the date hereof, involving any one or more Loan Parties or the debt, equity, or other interests in any one or more Loan Parties that is an alternative to the Exit Transactions.

“Approved Support Agreement” means a plan support agreement, restructuring support agreement (or similar agreement), in each case in form and substance reasonably satisfactory to the Administrative Agent and executed by the Parent, one or more of the Lenders and the other parties party thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Claim” shall have the meaning assigned to such term in section 101(5) of the Bankruptcy Code.

“Claim/Interest” means, with respect to any Person, any Claim of such Person against, or Equity Interest in, any Loan Party, including, without limitation, DIP Claims and Claims on account of the Prepetition Loan Documents and the Prepetition Second Lien Debt Documents.

“Definitive Exit Documents” has the meaning assigned to such term in Section 12.21(a)(iv).

“DIP Claims” means with respect to any Person, any Claim of such Person against any Loan Party on account of this Agreement and any other Loan Document.

“Exit Transactions” means the entry by the Borrower, the Guarantors, the Administrative Agent and each Lender into the credit facilities (collectively, the “Exit Facility”) as more fully described in the Exit Facility Term Sheet.

“Exit Facility” has the meaning assigned to such term in the definition of “Exit Transactions”.

“Exit Facility Term Sheet” means the Summary of Proposed Terms and Conditions of Revolving Credit Facility and Term Facility attached hereto as Exhibit J as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“First Amendment” means that certain First Amendment to Debtor-in-Possession Credit Agreement dated as of the First Amendment Effective Date among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto.

“First Amendment Effective Date” means April 29, 2019.

“Other Claims” means, with respect to any Person, any Claim/Interest of such Person other than DIP Claims.

“Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Other Claims (or enter with customers into long and short positions in Other Claims), in its capacity as a dealer or market maker in Other Claims and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

“Required New Money Lenders” means, at any time, New Money Lenders having New Money Loans and Commitments representing more than 66^2/3% of the sum of all outstanding New Money Loans and Commitments.

“Transfer” means to sell, resell, reallocate, use, pledge, assign, transfer, hypothecate, participate, donate or otherwise encumber or dispose of, directly or indirectly (including through derivatives, options, swaps, pledges, forward sales or other transactions).

“Transfer Agreement” means an executed form of the transfer agreement providing, among other things, that a transferee is bound by the terms of Section 12.21 and substantially in the form attached hereto as Exhibit K.

(b)    By amending and restating the following definitions of in their entirety as follows:

“Loan Documents” means this Agreement, the First Amendment, the Notes, the Letter of Credit Agreements, the Security Instruments, the DIP Fee Letter, the DIP Order and all other agreements, instruments, consents and certificates heretofore and hereafter executed and delivered by the Parent, the Borrower, any other Loan Party and any of their respective Affiliates in connection with this Agreement (other an Treasury Management Agreements).

“Sanctioned Person” means, at any time, any person with whom dealings are restricted or prohibited under Sanctions, including, without limitation (a) any Person listed in any Sanctions-related list of designated or identified Persons maintained by the United States (including, without limitation, by OFAC, the U.S. Department of the Treasury, the U.S. Department of State or the US Department of Commerce), the United Nations Security Council, the European Union or any European Union member state, the United Kingdom (including, without limitation, Her Majesty’s Treasury), Switzerland, Australia, Japan or any other relevant authority, (b) any Person located, operating, organized or resident in, or any Governmental Authority or governmental instrumentality of, a Sanctioned Country or (c) any Person directly or indirectly owned or controlled by, or acting for the benefit or in behalf of, any such Person or Persons described in the foregoing clauses (a) or (b).

“Sanctions” means economic or financial sanctions or trade embargoes or restrictive measures enacted, imposed, administered or enforced from time to time by (a) the U.S. government (including, without limitation, OFAC, the U.S. Department of the Treasury, the U.S. Department of State, or the U.S. Department of Commerce) (b) the United Nations Security Council; (c) the European Union or any of its member states; (d) the United

Kingdom (including, without limitation, Her Majesty’s Treasury); (e) Switzerland; (f) Australia, (g) Japan or (h) any other relevant authority.

(c)    By amending the definition of “Oil and Gas Properties” by deleting the words “buildings” and “structures” out of clause (g) thereof.

1.2    Amendment to Section 2.01(a) of the Credit Agreement. Section 2.01(a) is hereby amended by inserting “, or a novation of” between the words “on account of” and “the applicable Prepetition Revolving Credit Loans”.

1.3    Amendment to Section 2.01(b) of the Credit Agreement. Section 2.01(b) of the Credit Agreement is hereby amended by amending and restating the first sentence thereof as follows:

“Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees to make new money loans (the “New Money Loans”) to the Borrower during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, (b) during the Interim Period, such Lender’s Revolving Credit Exposure exceeding its Applicable Percentage of the Interim Facility Cap or (c) the total Revolving Credit Exposure of all Lenders exceeding the Effective Commitment.”

1.4    Amendment to Section 7.12(b) of the Credit Agreement. Section 7.12(b) of the Credit Agreement is hereby amended by inserting “(i)” between the words “that” and “flood” and by inserting “and (ii) the Administrative Agent and each Lender has received such information as reasonably requested by the Administrative Agent or such Lender to complete its flood due diligence,” between the words “respect thereto” and “no Building”.

1.5    Amendment to Section 8.02 of the Credit Agreement. Section 8.02 of the Credit Agreement is hereby amended by amending and restating the initial sentence thereof in its entirety as follows:

“The Borrower will furnish to the Administrative Agent and each Lender (and, in the case of clause (a) below, the Committee) prompt written notice (and in any event, within three (3) Business Days) of the following:”

1.6    Amendment to Section 12.02(c) of the Credit Agreement. Section 12.02(c) of the Credit Agreement is hereby amended by (a) deleting “and” immediately prior to “(ii) the Administrative Agent and the Borrower” and (b) adding the following to the end of such section: “and (iii) the Administrative Agent, the Borrower and the Majority Lenders may amend, restate, amend and restate, supplement or otherwise modify the Exit Facility Term Sheet.”

1.7    Amendment and Restatement of Section 12.02(e) to the Credit Agreement. Section 12.02(e) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Anything herein to the contrary notwithstanding the Required Roll-Up Lenders may (without the consent of any other Lenders or any Agent), on behalf of all Roll-Up Lenders,

agree that the full amount of the Roll-Up Loans will not be required to be repaid in cash on the Termination Date, but instead shall be treated in any manner approved by the Required Roll-Up Lenders; provided that no such treatment shall contradict the pro rata sharing provision of Section 4.01(c), or otherwise provide for any non-pro rata treatment without the consent of all Roll-Up Lenders. No amendment or waiver shall, unless signed by all Roll-Up Lenders, change the definition of the term Required Roll-Up Lenders or the percentage of Roll-Up Lenders that shall be required for Roll-Up Lenders to take any action hereunder.”

1.8    Addition of Section 12.02(f) to the Credit Agreement. New Section 12.02(f) is hereby added to the Credit Agreement as follows:

“Anything herein to the contrary notwithstanding, the Required New Money Lenders may (without the consent of any other Lenders or any Agent), on behalf of all New Money Lenders, agree that the full amount of the New Money Loans will not be required to be repaid in cash on the Termination Date, but instead shall be treated in any manner approved by the Required New Money Lenders; provided that no such treatment shall contradict the pro rata sharing provision of Section 4.01(c), or otherwise provide for any non-pro rata treatment without the consent of all New Money Lenders. No amendment or waiver shall, unless signed by all New Money Lenders, change the definition of the term Required New Money Lenders or the percentage of New Money Lenders that shall be required for New Money Lenders to take any action hereunder.”

1.9    Amendment of Section 12.03(a) to the Credit Agreement. Section 12.03(a) of the Credit Agreement is hereby amended by inserting the following between the words “taken as a whole” and “, and, solely in the case of a conflict of interest”:

“(except, with respect to clause (iv)(A) above, for which the Borrower shall pay the reasonable and documented or invoiced out-of-pocket legal expenses of counsel to each Lender to the extent expressly allowed under the DIP Order)”

1.10    Amendment and Restatement of Section 12.04(b)(ii) to the Credit Agreement. Section 12.04(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(ii)    Proportionate Amounts.  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, including, without limitation, a proportionate amount of such Lender’s Roll-up Loans, New Money Loans and the Commitments assigned.”

1.11    Amendment and Restatement of Section 12.21 to the Credit Agreement. Section 12.21 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Section 12.21        Exit Facility.

(a)    Except as set forth in Section 12.21(c), each Lender (severally and not jointly) agrees, in respect of all of its Claims/Interests, to:

(i)    support the Exit Transactions, vote, and reasonably exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate), in each case in favor of any matter requiring approval to the extent necessary to implement the Exit Transactions;

(ii)    use commercially reasonable efforts to cooperate with and assist the Loan Parties in obtaining additional support for the Exit Transactions from the Loan Parties’ other stakeholders and use commercially reasonable efforts to obtain additional support for the Exit Transactions from other holders of Claims/Interests;

(iii)    negotiate in good faith and use commercially reasonable efforts to execute and deliver any appropriate additional or alternative provisions or agreements to address any legal, financial, or structural impediment that may arise that would prevent, hinder, impede, delay, or are necessary to effectuate the consummation of, the Exit Transactions;

(iv)    negotiate in good faith and use commercially reasonable efforts to execute and implement the definitive documentation in respect of the Exit Facility (the “Definitive Exit Documents”) that are consistent with the Exit Facility Term Sheet and to which it is required to be a party; and

(v)    give any notice, order, instruction, or direction to any applicable administrative agent, collateral agent, indenture trustee, collateral trustee, or other trustee or similar entity (including, without limitation, the Prepetition Credit Agreement Agent and the Prepetition Second Lien Trustee), including any successors thereto necessary to give effect to the Exit Transactions.

(b)    Except as set forth in Section 12.21(c), each Lender (severally and not jointly) agrees, in respect of all of its Claims/Interests that it shall not directly or indirectly:

(i)    object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Exit Transactions;

(ii)    propose, file, support, or vote for any Alternative Restructuring Proposal;

(iii)    file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Section 12.21 or the Exit Transactions; or

(iv)    initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Exit Transactions against the Loan Parties or the other Parties other than to enforce any Definitive Exit Document.

(c)    Notwithstanding anything contained in this Section 12.21, nothing in this Section 12.21 shall: (i) impair or waive the rights of the Lenders under any applicable bankruptcy, insolvency, foreclosure, or similar proceeding, including appearing as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Cases, in each case, so long as such act, action, consultation, or appearance is not in breach of or inconsistent with the Exit Transactions, the obligations of the Lenders and the Loan Parties hereunder, or for the purpose of hindering, delaying, or preventing the consummation of the Exit Transactions or (ii) limit the ability of any Lender to sell or enter

into any transaction in connection with loans or any other Claims/Interests in the Loan Parties, other than as set forth in Section 12.21(d).

(d)    No Lender shall Transfer any ownership (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in any Other Claims to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless either (i) the transferee executes and delivers to counsel to the Loan Parties, at or before the time of the proposed Transfer, a Transfer Agreement or (ii) the transferee is a Lender and the transferee provides notice of such Transfer (including the amount and type of such Other Claim) to counsel to the Loan Parties and the Administrative Agent at or before the time of the proposed Transfer (such transferee, a “Permitted Transferee”).

(e)    Notwithstanding Section 12.21(d) of this Agreement, a Qualified Marketmaker that acquires any Other Claims with the purpose and intent of acting as a Qualified Marketmaker for such Other Claims shall not be required to execute and deliver a Transfer Agreement in respect of such Other Claims if (i) such Qualified Marketmaker subsequently transfers such Other Claims (by purchase, sale assignment, participation, or otherwise) within five (5) Business Days of its acquisition to a Permitted Transferee and (ii) such transfer otherwise is permitted under Section 12.21(d) of this Agreement; provided that, to the extent a Lender is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Claims/Interests that the Qualified Marketmaker acquires from a holder of the Claims/Interests who is not a Lender, without the requirement that the transferee be a Permitted Transferee.

(f)    Notwithstanding anything herein or in any other Loan Document to the contrary, with respect to any Person bound by this Section 12.21, including any Lender or any transferee that has signed a Transfer Agreement, the provisions of this Section 12.21 shall remain binding on such Person notwithstanding any Transfer of a Claim or any interest therein after such Person was bound by this Section 12.21.

(g)    Notwithstanding anything herein or in any other Loan Document to the contrary, upon the execution of an Approved Support Agreement by any Lender, this Section 12.21, with respect to such Lender, shall be superseded in its entirety by the terms of such Approved Support Agreement; provided, however, that if such Approved Support Agreement shall for any reason be terminated or otherwise cease to be effective with respect to such Lender, this Section 12.21(f) shall no longer apply but Section 12.21(a)-(e) shall apply with respect to such Lender.

Notwithstanding anything herein or in any other Loan Document to the contrary, with respect to the Borrower, this Section 12.21 shall in all respects be limited by the terms of the Approved Support Agreement, and nothing in this Section 12.21 shall in any way impair or modify the terms of the Approved Support Agreement.”

1.12    Replacement of Annex I to the Credit Agreement. Annex I to the Credit Agreement is hereby replaced in its entirety with Annex I attached to this Agreement and Annex I to this Agreement shall be deemed to be attached as Annex I to the Credit Agreement. After giving effect to this Agreement, the amendments to the Credit Agreement set forth in Section 1 hereof and any Borrowings made on the Effective Date, (a) each Lender (including each New Lender) who holds New Money Loans in an aggregate amount less than its Applicable Percentage of all New Money Loans shall advance new New Money Loans which shall be disbursed to the Administrative

Agent and used to repay New Money Loans outstanding to each Lender who holds Loans in an aggregate amount greater than its Applicable Percentage of all New Money Loans, (b) each Lender’s (including each New Lender’s) participation in each Letter of Credit, if any, shall be automatically adjusted to equal its Applicable Percentage and (c) such other adjustments shall be made as the Administrative Agent shall specify so that the Revolving Credit Exposure applicable to each Lender (including each New Lender) equals its Applicable Percentage of the aggregate Revolving Credit Exposure of all Lenders.

1.13    Replacement of Annex II to the Credit Agreement. Annex II to the Credit Agreement is hereby replaced in its entirety with Annex II attached to this Agreement and Annex II to this Agreement shall be deemed to be attached as Annex II to the Credit Agreement.

1.14    Addition of Exhibit J and Exhibit K to the Credit Agreement. Exhibit J and Exhibit K shall be added to the Credit Agreement in the forms attached hereto as Exhibit J and Exhibit K respectively, and the schedule of Annexes, Exhibits and Schedules to the Credit Agreement shall be updated accordingly.

SECTION 2.    New Lenders. Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered thereunder, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder.

SECTION 3.    Priming Liens. Each Lender that is a party hereto, in its capacities as a Revolving Credit Lender and a Term Lender (as each term is defined in the Prepetition Credit Agreement) under the Prepetition Credit Agreement hereby (i) supports the Administrative Agent’s (in its capacity as the Prepetition Credit Agreement Agent) consent to the imposition of the Liens securing the Obligations as priming Liens to the Liens securing the Prepetition Credit Agreement Obligations, as described in the DIP Order, (ii) requests that the Administrative Agent consent to the imposition of priming of Liens described in the foregoing clause (i), and (iii) ratifies the imposition of priming Liens described in the foregoing clause (i) prior to the First Amendment Effective Date.

4.1    Executed Amendment. Administrative Agent shall have received counterparts of this Agreement duly executed by the Borrower, the other Loan Parties and each of the Lenders (including the New Lenders).

4.2    Notes. The Administrative Agent shall have received duly executed Notes (or amended and restated Notes, as applicable) payable to each Lender (including each New Lender) requesting a Note in a principal amount equal to the amount of such Lender’s Commitment (as amended hereby) dated as of the date hereof.

4.3    Absence of Defaults. No Default or Event of Default shall have occurred that is continuing immediately prior to and after giving effect to this Agreement.

4.4    Representations and Warranties. The representations and warranties of the Borrower and the other Loan Parties set forth in Section 5 shall be true and correct in all material respects on and as of the Effective Date, except to the extent any such representations and warranties are expressly limited (including by reference to representations and warranties contained in any other Loan Document) to an earlier date, in which case, on and as of the Effective Date such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language (including by reference to representations and warranties contained in any other Loan Document) shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates).

4.5    Fees. All reasonable and documented fees, charges and expenses (including, without limitation, the fees, charges and expenses of Latham & Watkins LLP, RPA Advisors, LLC), and all other amounts due and payable on or prior to the Effective Date, required to be paid to the Administrative Agent and Lenders on or before the Effective Date shall have been paid.

4.6    Final Order. The Bankruptcy Court shall have entered the Final Order substantially simultaneously with the effectiveness of this Agreement, which Final Order (i) shall have been entered on the docket of the Bankruptcy Court and (ii) shall be in full force and effect and shall not have been vacated, stayed, reversed, modified or amended in any respect without the prior written consent of the Administrative Agent and the Majority Lenders.

5.1    Accuracy of Representations and Warranties. Each representation and warranty of each Loan Party contained in the Loan Documents is true and correct in all material respects as of the date hereof except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the Effective Date such representations and warranties shall continue to be true and correct as of such specified earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language

shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates).

5.2    Due Authorization, No Conflicts. Subject to any restrictions arising on account of the Borrower’s or any Guarantor’s status as a “debtor” under the Bankruptcy Code and entry of the DIP Order, the execution, delivery and performance of this Agreement are within the Borrower’s and each Guarantor’s limited liability company, partnership, and corporate powers (as applicable) and have been duly authorized by all necessary limited liability company and, if required, member action (including, without limitation, any action required to be taken by any class of managers, directors or partners (as applicable) of the Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of this Agreement). The execution, delivery and performance of this Agreement (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including members or any class of managers, whether interested or disinterested, of the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Agreement, except such as have been obtained or made and are in full force and effect, other than those third party approvals or consents which, if not made or obtained, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of this Agreement (b) will not violate any applicable law or Organizational Documents of the Parent, the Borrower or any other Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Parent, the Borrower or any other Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of the Parent, the Borrower or any other Subsidiary (other than the liens and security interests in favor of the Administrative Agent (or any designee) created by the Loan Documents).

5.3    Validity and Binding Effect. This Agreement has been duly executed and delivered by the Borrower and each Guarantor that is a party hereto and constitutes a legal, valid and binding obligation of the Borrower and such Guarantor, as applicable, enforceable in accordance with its terms, and subject to any restrictions arising on account of the Parent’s, the Borrower’s or any Subsidiary’s status as a “debtor” under the Bankruptcy Code and further subject to other applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

5.4    Absence of Defaults. No Default has occurred that is continuing immediately prior to and after giving effect to this Agreement.

6.1    Reaffirmation of Loan Documents. Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain in full force and effect and are hereby ratified and confirmed.

6.2    Parties in Interest. All of the terms and provisions of this Agreement shall bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

6.3    Counterparts; Integration.

(a)    This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

(b)    This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO 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. TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE TERMS OF THIS AGREEMENT OR ANY LOAN DOCUMENT AND THE DIP ORDER, THE PROVISIONS OF THE DIP ORDER SHALL GOVERN.

6.4    Interpretation; Payment of Expenses; Titles of Sections; Severability. Sections 1.02(a), 12.03, 12.07 and 12.10 of the Credit Agreement shall apply to this Agreement, mutatis mutandis.

6.5    Loan Documents. The Borrower acknowledges and agrees that this Agreement is a Loan Document.

6.6    Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial. SECTION 12.09 OF THE CREDIT AGREEMENT SHALL APPLY TO THIS AGREEMENT, MUTATIS MUTANDIS.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers on the date and year first above written.

Title:    President & CEO

Title:    President & CEO

Title:    President & CEO

Title:    President & CEO

Title:    President & CEO

solely in respect of GBAM Special Assets Group (“Group”) and not any other desk, unit, group, division, or affiliate of Bank, as a New Lender.

For the avoidance of doubt, and notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall bind Bank or its affiliates to take or not take any action, or otherwise in any respect, other than with respect to Group.

solely in respect of its Portfolio Management Group (“PMG”) and not any other desk, unit, group, division, or affiliate of Barclays, as a New Lender.

For the avoidance of doubt, and notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall bind Barclays or its affiliates to take or not take any action, or otherwise in any respect, other than with respect to its PMG.

solely in respect of its Distressed Trading Desk (the “Distressed Desk”) and not any other desk, unit, group, division, or affiliate of Barclays,

as a New Lender.

For the avoidance of doubt, and notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall bind Barclays or its affiliates to take or not take any action, or otherwise in any respect, other than with respect to its Distressed Desk.

This Summary of Proposed Terms and Conditions (the “Term Sheet”) outlines certain key terms of a proposed Amended and Restated Credit Facility and Term Loan Facility to be effective on the effective date of the Plan (as defined below). The outlined offered terms are subject to change, withdrawal or modification in the sole discretion of the Agents (as defined below) and/or the Loan Parties (as defined below). (For purposes of this Term Sheet, “Definitive Documentation” means all documents related to the Facilities (as defined below) and the Plan, including, without limitation, the Disclosure Statement, the Plan, and the Confirmation Order). No party shall be entitled to rely on any statement or representation made by any other party or its representatives except as ultimately set forth in final, executed Definitive Documentation, if any. Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement to which this Term Sheet is appended or the Prepetition Credit Agreement (as defined below), as applicable.

The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Debtor-in-Possession Credit Agreement dated as of April 3, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among Vanguard Natural Gas, LLC, Citibank, N.A. as administrative agent, and each of the Lenders from time to time party thereto, including the transferor to the Transferee of any Other Claims (each such transferor, a “Transferor”), and agrees to be bound by the terms and conditions of Section 12.21 thereof to the extent the Transferor was thereby bound.

The Transferee specifically agrees to be bound by the terms and conditions of Section 12.21 of the Agreement, including the agreement to be bound by the vote of the Transferor if such vote was cast before the effectiveness of the Transfer discussed herein.

Date Executed:

______________________________________

Name:

Title:

Address:

E-mail address(es):