Common use of Entirety, Etc Clause in Contracts

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. [This space is left intentionally blank. Signature pages follow.] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: VANGUARD NATURAL GAS, LLC By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Executive Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: CITIBANK, N.A. as Administrative Agent By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Vice President LENDERS: CITIBANK, N.A. By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Vice President LENDERS: XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director LENDERS: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK By: /s/ Xxx Byargean Name: Xxx Byargean Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director LENDERS: ROYAL BANK OF CANADA By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director LENDERS: BARCLAYS BANK PLC By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President LENDERS: BANK OF MONTREAL By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director LENDERS: THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory LENDERS: UBS LOAN FINANCE LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Associate Director By: /s/ Irga R. Otsa Name: Xxxx X. Xxxx Title: Associate Director LENDERS: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President LENDERS: BANK OF SCOTLAND PLC, NEW YORK BRANCH By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President LENDERS: NATIXIS By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President LENDERS: ASSOCIATED BANK, N.A. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President LENDERS: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President LENDERS: CIBC INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Authorized Signatory LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director ANNEX I List of Maximum Credit Amounts as of Effective Date of Second Amendment Name of Lender Applicable Percentage Commitment Maximum Credit Amount Citibank, N.A. 6.00000000% 60,000,000.00 92,307,692.31 Xxxxx Fargo Bank, National Association 8.89008427% 86,678,321.68 133,351,264.12 Credit Agricole Corporate and Investment Bank 5.00000000% 55,000,000.00 84,615,384.62 Royal Bank of Canada 5.00000000% 55,000,000.00 84,615,384.62 The Bank of Nova Scotia 5.00000000% 55,000,000.00 84,615,384.62 Barclays Bank PLC 5.00000000% 55,000,000.00 84,615,384.62 Bank of Montreal 5.00000000% 55,000,000.00 84,615,384.62 The Royal Bank of Scotland plc 5.00000000% 55,000,000.00 84,615,384.62 UBS Loan Finance LLC 5.64102564% 55,000,000.00 84,615,384.62 JPMorgan Chase Bank, N.A. 5.00000000% 55,000,000.00 84,615,384.62 Deutsche Bank Trust Company Americas 5.64102564% 55,000,000.00 84,615,384.62 Bank of America, N.A. 4.00000000% 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plc, New York Branch 4.10256410% 40,000,000.00 61,538,461.54 Natixis 4.10256410% 40,000,000.00 61,538,461.54 U.S. Bank National Association 4.10256410% 40,000,000.00 61,538,461.54 Associated Bank, N.A. 2.00000000% 26,664,335.66 41,022,054.87 Branch Banking and Trust Company 2.73480366% 26,664,335.66 41,022,054.87 Capital One, N.A. 2.73480366% 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366% 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000% 26,664,335.66 41,022,054.87

Entirety, Etc. This Amendment and all of the other Loan Documents embody the entire agreement between the parties. THIS AMENDMENT AGREEMENT 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. [This space is The remainder of this page has been left intentionally blank. Signature pages followblank intentionally.] The parties hereto have caused this Agreement EXECUTED to be duly executed effective as of the day and year date first above writtenset forth above. BORROWER: VANGUARD NATURAL XXXXXXXX RESOURCES AMERICA INC. By: /s/ Xxxxx X. Xxxxxxx, III Name: Xxxxx X. Xxxxxxx, III Title: Chief Executive Officer GUARANTORS: ALBANY SERVICES L L C AMADEUS PETROLEUM INC. T-N-T ENGINEERING, INC. Each By: /s/ Xxxxx X. Xxxxxxx, III Name: Xxxxx X. Xxxxxxx, III Title: President EAGLEFORD GAS, LLC EAGLEFORD GAS 2, LLC EAGLEFORD GAS 3, LLC EAGLEFORD GAS 4, LLC EAGLEFORD GAS 5, LLC EAGLEFORD GAS 6, LLC EAGLEFORD GAS 7, LLC EAGLEFORD GAS 8, LLC EAGLEFORD GAS 10, LLC EAGLEFORD GAS 11, LLC XXXXXXXX OPERATING, LLC XXXXXXXX RESOURCES, INC. POPLAR ENERGY, LLC LA SALLE EAGLE FORD GATHERING LINE LLC XXXXXXXX BR DISPOSAL LLC Each By: By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxx X. Xxxxxxx, III Name: Xxxxx X. Xxxxxxx, III Title: Chief Executive Vice President and Chief Financial Officer FORBEARANCE AND FOURTEENTH AMENDMENT – Signature Page [SIGNATURE PAGE TO WAIVER AND AMENDMENT NO. 10 – SOUTHLAND] ADMINISTRATIVE AGENT/ISSUING BANK: CITIBANK, N.A. N.A., as Administrative Agent and Issuing Bank By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President LENDERS: CITIBANK, N.A. N.A., as a Lender By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President LENDERS: XXXXX FARGO BANKFORBEARANCE AND FOURTEENTH AMENDMENT – Signature Page ABN AMRO CAPITAL USA LLC, N.A. as a Lender By: /s/ Xxxxxxx Xxxx Xxxxxx Name: Xxxxxxx Xxxx Title: Director LENDERS: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK By: /s/ Xxx Byargean Name: Xxx Byargean Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxxxx Title: Managing Director LENDERSFORBEARANCE AND FOURTEENTH AMENDMENT – Signature Page COMERICA BANK, as a Lender By: ROYAL /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President FORBEARANCE AND FOURTEENTH AMENDMENT – Signature Page BARCLAYS BANK OF CANADA PLC, as a Lender By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director FORBEARANCE AND FOURTEENTH AMENDMENT – Signature Page JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director LENDERS: BARCLAYS BANK PLC By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President LENDERS: BANK OF MONTREAL By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director LENDERS: THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory LENDERS: UBS LOAN FINANCE LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Associate Director By: /s/ Irga R. Otsa Name: Xxxx X. Xxxx Title: Associate Director LENDERS: JPMORGAN CHASE Officer FORBEARANCE AND FOURTEENTH AMENDMENT – Signature Page TRUIST BANK, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS as a Lender By: /s/ Xxxxxxxx X. Xxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President LENDERS: BANK OF SCOTLAND PLC, NEW YORK BRANCH By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President LENDERS: NATIXIS By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President LENDERS: ASSOCIATED FORBEARANCE AND FOURTEENTH AMENDMENT – Signature Page FIFTH THIRD BANK, N.A. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President LENDERS: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President LENDERS: CAPITAL ONENATIONAL ASSOCIATION, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President LENDERS: CIBC INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory as a Lender By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Authorized Signatory LENDERS: SUMITOMO MITSUI BANKING CORPORATION Director FORBEARANCE AND FOURTEENTH AMENDMENT – Signature Page IBERIABANK, as a Lender By: /s/ W. Xxxxx Xxxx Xxxxxxx Name: W. Xxxxx Xxxx Xxxxxxx Title: Managing Director ANNEX I List of Maximum Credit Amounts Market President-Energy Lending FORBEARANCE AND FOURTEENTH AMENDMENT – Signature Page XXXXXXX XXXXXXX BANK, as of Effective Date of Second Amendment Name of a Lender Applicable Percentage Commitment Maximum Credit Amount Citibank, N.A. 6.00000000% 60,000,000.00 92,307,692.31 Xxxxx Fargo Bank, National Association 8.89008427% 86,678,321.68 133,351,264.12 Credit Agricole Corporate and Investment Bank 5.00000000% 55,000,000.00 84,615,384.62 Royal Bank of Canada 5.00000000% 55,000,000.00 84,615,384.62 The Bank of Nova Scotia 5.00000000% 55,000,000.00 84,615,384.62 Barclays Bank PLC 5.00000000% 55,000,000.00 84,615,384.62 Bank of Montreal 5.00000000% 55,000,000.00 84,615,384.62 The Royal Bank of Scotland plc 5.00000000% 55,000,000.00 84,615,384.62 UBS Loan Finance LLC 5.64102564% 55,000,000.00 84,615,384.62 JPMorgan Chase Bank, N.A. 5.00000000% 55,000,000.00 84,615,384.62 Deutsche Bank Trust Company Americas 5.64102564% 55,000,000.00 84,615,384.62 Bank of America, N.A. 4.00000000% 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plc, New York Branch 4.10256410% 40,000,000.00 61,538,461.54 Natixis 4.10256410% 40,000,000.00 61,538,461.54 U.S. Bank National Association 4.10256410% 40,000,000.00 61,538,461.54 Associated Bank, N.A. 2.00000000% 26,664,335.66 41,022,054.87 Branch Banking and Trust Company 2.73480366% 26,664,335.66 41,022,054.87 Capital One, N.A. 2.73480366% 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366% 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000% 26,664,335.66 41,022,054.87By: Name: Title: FORBEARANCE AND FOURTEENTH AMENDMENT – Signature Page EXHIBIT A (Specified Defaults)

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. [This space is left intentionally blank. Signature pages follow.] NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 6 The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: VANGUARD NATURAL GAS, LLC By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Executive Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: CITIBANK, N.A. as Administrative Agent and Issuing Bank By: /s/ Xxxx Xxxxxxx Xxx Name: Xxxx Xxxxxxx Xxx Title: Vice President LENDERS: CITIBANK, N.A. as a Lender By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Vice President XXXXX FARGO BANK, N.A. as a Lender By: Name: Title: ABN AMRO CAPITAL USA LLC as a Lender By: Name: Title: BANK OF AMERICA, N.A. as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President LENDERSBANK OF MONTREAL as a Lender By: XXXXX FARGO BANK/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC as a Lender By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Assistant Vice President CANADIAN IMPERIAL BANK OF COMMERCE, N.A. NEW YORK BRANCH as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Director LENDERS: Authorized Signatory CREDIT AGRICOLE CORPORATE & INVESTMENT BANK as a Lender By: /s/ Xxx Byargean Xxxxxx Xxxxxx Name: Xxx Byargean Xxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Managing Director LENDERSCREDIT SUISSE AG as a Lender By: ROYAL BANK OF CANADA /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory LENDERS: THE DEUTSCHE BANK OF NOVA SCOTIA AG NEW YORK BRANCH as a Lender By: /s/ Xxxxx Xxxxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxxxx Title: Managing Director LENDERS: BARCLAYS BANK PLC Vice President By: /s/ Xxxxxxx X. Xxxxxxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Xxxxxxx Title: Vice President LENDERSFIFTH THIRD BANK as a Lender By: BANK OF MONTREAL /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ING CAPITAL LLC as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director JPMORGAN CHASE BANK, N.A. as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Executive Director LENDERS: THE ROYAL BANK OF SCOTLAND plc NATIXIS, NEW YORK BRANCH as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President PNC BANK NATIONAL ASSOCIATION as a Lender By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Assistant Vice President ROYAL BANK OF CANADA as a Lender By: /s/ Xxx X. XxXxxxxxxxx Name: Xxx X. XxXxxxxxxxx Title: Authorized Signatory LENDERSSUMITOMO MITSUI BANKING CORPORATION as a Lender By: UBS LOAN FINANCE LLC /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director THE BANK OF NOVA SCOTIA as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director CITIZENS BANK, N.A. as a Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President U.S. BANK NATIONAL ASSOCIATION as a Lender By: /s/ Xxxx X. Xxxxx Xxxxxx Name: Xxxx X. Xxxxx Title: Associate Director By: /s/ Irga R. Otsa Name: Xxxx X. Xxxx Title: Associate Director LENDERS: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President UBS AG, STAMFORD BRANCH as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Associate Director LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President LENDERS: BANK OF SCOTLAND PLC, NEW YORK BRANCH By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President LENDERS: NATIXIS By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President LENDERS: ASSOCIATED BANK, N.A. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President LENDERS: BRANCH BANKING AND TRUST COMPANY as a Lender By: /s/ Xxxx Xxxxxx Xxxx Name: Xxxx Xxxxxx Amam Title: Senior Vice President LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President LENDERSCOMERICA BANK as a Lender By: CIBC INC. /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President COMMONWEALTH BANK OF AUSTRALIA as a Lender By: /s/ Xxxxxx Xxxxx Xxxxxx Name: Xxxxxx Xxxxx Xxxxxx Title: Director XXXXXX XXXXXXX BANK, N.A. as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory ASSOCIATED BANK, N.A. as a Lender By: /s/Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President AMEGY BANK NATIONAL ASSOCIATION as a Lender By: Name: Title: WHITNEY BANK as a Lender By: /s/ Xxxxxxxx X. Xxx Liana Tchernysheva Name: Xxxxxxxx X. Xxx Liana Tchernysheva Title: Authorized Signatory LENDERS: SUMITOMO MITSUI BANKING CORPORATION Senior Vice President THE HUNTINGTON NATIONAL BANK as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director SUNTRUST BANK as a Lender By: Name: Title: ANNEX I List of Maximum Credit Amounts TO NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of Effective Date of Second Amendment Name of Lender Applicable Percentage Commitment Maximum Credit Amount CitibankSeptember 30, N.A. 6.00000000% 60,000,000.00 92,307,692.31 Xxxxx Fargo 2011 among VANGUARD NATURAL GAS, LLC, as Borrower, CITIBANK, N.A., as Administrative Agent and Issuing Bank, National Association 8.89008427% 86,678,321.68 133,351,264.12 and The Other Lenders Party Hereto CITIGROUP GLOBAL MARKETS INC., as Co-Lead Arranger, Sole Bookrunner and Co-Syndication Agent XXXXX FARGO BANK, N.A., as Co-Lead Arranger and Co-Syndication Agent TABLE OF CONTENTS Page ARTICLE I Definitions and Accounting Matters 2 Section 1.01. Terms Defined Above 2 Section 1.02. Certain Defined Terms 2 Section 1.03. Types of Loans and Borrowings 30 Section 1.04. Accounting Terms and Determinations; GAAP 31 Section 1.05. Changes in GAAP 31 Section 1.06. Calculations: Rounding 32 Section 1.07. Determination of Time of Day 32 Section 1.08. Amounts of Letters of Credit Agricole Corporate 32 ARTICLE II The Credits 32 Section 2.01. Commitments 32 Section 2.02. Loans and Investment Bank 5.00000000% 55,000,000.00 84,615,384.62 Royal Bank Borrowings 32 Section 2.03. Requests for Borrowings 33 Section 2.04. Interest Elections 34 Section 2.05. Funding of Canada 5.00000000% 55,000,000.00 84,615,384.62 The Bank Borrowings 35 Section 2.06. Termination, Reduction and Increase of Nova Scotia 5.00000000% 55,000,000.00 84,615,384.62 Barclays Bank PLC 5.00000000% 55,000,000.00 84,615,384.62 Bank Aggregate Commitments 36 Section 2.07. Borrowing Base 39 Section 2.08. Letters of Montreal 5.00000000% 55,000,000.00 84,615,384.62 The Royal Bank of Scotland plc 5.00000000% 55,000,000.00 84,615,384.62 UBS Loan Finance LLC 5.64102564% 55,000,000.00 84,615,384.62 JPMorgan Chase Bank, N.A. 5.00000000% 55,000,000.00 84,615,384.62 Deutsche Bank Trust Company Americas 5.64102564% 55,000,000.00 84,615,384.62 Bank of America, N.A. 4.00000000% 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plc, New York Branch 4.10256410% 40,000,000.00 61,538,461.54 Natixis 4.10256410% 40,000,000.00 61,538,461.54 U.S. Bank National Association 4.10256410% 40,000,000.00 61,538,461.54 Associated Bank, N.A. 2.00000000% 26,664,335.66 41,022,054.87 Branch Banking and Trust Company 2.73480366% 26,664,335.66 41,022,054.87 Capital One, N.A. 2.73480366% 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366% 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000% 26,664,335.66 41,022,054.87Credit 42 Section 2.09. Collateral 48 Section 2.10. Swap Agreements for Properties to be Acquired 48 Section 2.11. Cash Collateral 48 Section 2.12. Defaulting Lenders 49

Entirety, Etc. This Amendment instrument 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 BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG BETWEEN THE PARTIES. [This space is left intentionally blank. Signature pages followSignatures begin on next page.] The parties hereto have caused this Agreement Amendment to be duly executed as of the day and year first above written. BORROWER: VANGUARD NATURAL GAS, LLC f/k/a Nami Holding Company, LLC By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Executive Vice Xxxxx X. Xxxxx Xxxxx X. Xxxxx President and Chief Financial Executive Officer ADMINISTRATIVE AGENT: CITIBANK, N.A. as Administrative Agent By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxx XxXxxxxxx Xxxxxx XxXxxxxxx Vice President LENDERS: CITIBANK, N.A. By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxx XxXxxxxxx Xxxxxx XxXxxxxxx Vice President LENDERS: XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director LENDERS: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK By: /s/ Xxx Byargean Name: Xxx Byargean Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director LENDERS: ROYAL BANK OF CANADA By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director LENDERS: BARCLAYS BANK PLC By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President LENDERS: BANK OF MONTREAL By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director LENDERS: THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory LENDERS: UBS LOAN FINANCE LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Associate Director By: /s/ Irga R. Otsa Name: Xxxx X. Xxxx Title: Associate Director LENDERS: JPMORGAN CHASE BANK, N.A. BNP PARIBAS By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS Direcotor By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxxxx Xxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President LENDERS: BANK OF SCOTLAND PLC, NEW YORK BRANCH By: /s/ EXHIBIT A-1 GATHERING AND COMPRESSION AGREEMENT TEC EXHIBIT A-2 GATHERING AND COMPRESSION AGREEMENT ARIANA EXHIBIT B MANAGEMENT SERVICES AGREEMENT EXHIBIT C-1 OPERATING AGREEMENT TEC EXHIBIT C-2 OPERATING AGREEMENT ARIANA EXHIBIT D PARTICIPATION AGREEMENT EXHIBIT E REVENUE PAYMENT AGREEMENT EXHIBIT F-1 WELL SERVICES AGREEMENT TEC EXHIBIT F-2 WELL SERVICES AGREEMENT ARIANA EXHIBIT G AMENDED SCHEDULE 2.09(c)(1) EXHIBIT H SCHEDULE 2.09(c)(3) XXXXX XX PROPERTIES The following is a listing of Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President LENDERS: NATIXIS By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President LENDERS: ASSOCIATED BANK, N.A. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President LENDERS: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President LENDERS: CIBC INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Authorized Signatory LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director ANNEX I List XX xxxxx located on oil and gas leases which are part of Maximum the Oil and Gas Properties under the Credit Amounts Agreement as of Effective Date January 3, 2007, as amended. The xxxxx (with the number of Second Amendment Name of Lender Applicable Percentage Commitment Maximum Credit Amount Citibank, N.A. 6.00000000% 60,000,000.00 92,307,692.31 the permit for such well issued by the relevant regulatory agency) are listed by the field in which such xxxxx are located. It is agreed that with respect to the xxxxx in the field as set forth below that the Xxxxx Fargo Bank, National Association 8.89008427% 86,678,321.68 133,351,264.12 Credit Agricole Corporate Proved Developed Oil and Investment Bank 5.00000000% 55,000,000.00 84,615,384.62 Royal Bank of Canada 5.00000000% 55,000,000.00 84,615,384.62 The Bank of Nova Scotia 5.00000000% 55,000,000.00 84,615,384.62 Barclays Bank PLC 5.00000000% 55,000,000.00 84,615,384.62 Bank of Montreal 5.00000000% 55,000,000.00 84,615,384.62 The Royal Bank of Scotland plc 5.00000000% 55,000,000.00 84,615,384.62 UBS Loan Finance LLC 5.64102564% 55,000,000.00 84,615,384.62 JPMorgan Chase Bank, N.A. 5.00000000% 55,000,000.00 84,615,384.62 Deutsche Bank Trust Company Americas 5.64102564% 55,000,000.00 84,615,384.62 Bank of America, N.A. 4.00000000% 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plc, New York Branch 4.10256410% 40,000,000.00 61,538,461.54 Natixis 4.10256410% 40,000,000.00 61,538,461.54 U.S. Bank National Association 4.10256410% 40,000,000.00 61,538,461.54 Associated Bank, N.A. 2.00000000% 26,664,335.66 41,022,054.87 Branch Banking and Trust Company 2.73480366% 26,664,335.66 41,022,054.87 Capital One, N.A. 2.73480366% 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366% 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000% 26,664,335.66 41,022,054.87Gas Properties shall include those reserves which are within the Producing Strata in the Production Unit for such xxxxx.

Entirety, Etc. This Amendment Amendment, the other Modification Papers and all of the other Loan Documents embody the entire agreement between among the parties. THIS AMENDMENT AMENDMENT, THE OTHER MODIFICATION PAPERS 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. [This space is left intentionally blank. Signature pages follow.] The IN WITNESS WHEREOF, the parties hereto have caused executed this Agreement Amendment to be duly executed effective as of the day and year first above writtenEffective Date. BORROWER: VANGUARD NATURAL GAS, LLC By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Executive Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: CITIBANK, N.A. as Administrative Agent By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Vice President LENDERS: CITIBANK, N.A. By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Vice President LENDERS: XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director LENDERS: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK By: /s/ Xxx Byargean Name: Xxx Byargean Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director LENDERS: ROYAL BANK OF CANADA By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director LENDERS: BARCLAYS BANK PLC By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President LENDERS: BANK OF MONTREAL By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director LENDERS: THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory LENDERS: UBS LOAN FINANCE LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Associate Director By: /s/ Irga R. Otsa Name: Xxxx X. Xxxx Title: Associate Director LENDERS: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A. PRIMEENERGY CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director LENDERSCFO FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page S-1 ADMINISTRATIVE AGENT: COMERICA BANK COMPASS BANK, as Administrative Agent By: /s/ Xxxxxx Xxxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxxx X. Xxxxx Title: Vice President LENDERSManaging Director ISSUING BANK: BANK OF SCOTLAND PLCCOMPASS BANK, NEW YORK BRANCH as Issuing Bank By: /s/ Xxxxxxxx X. Xxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxx X. Xxxxxxxx Title: Vice President LENDERSManaging Director EXISTING LENDER: NATIXIS COMPASS BANK, as a Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Managing Director EXISTING LENDER: CITIBANK, N.A., as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: SVP EXISTING LENDER: XXXXX FARGO BANK, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Managing Director ByFIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page S-4 NEW LENDER: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President LENDERS: ASSOCIATED FIFTH THIRD BANK, N.A. as a Lender By: /s/ Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Vice President LENDERS: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President LENDERS: CIBC INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Authorized Signatory LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director ANNEX I List of Maximum Credit Amounts as of Effective Date of Second Amendment Name of Lender Applicable Percentage Commitment Maximum Credit Amount Citibank, N.A. 6.00000000% 60,000,000.00 92,307,692.31 Xxxxx Fargo Bank, National Association 8.89008427% 86,678,321.68 133,351,264.12 Credit Agricole Corporate and Investment Bank 5.00000000% 55,000,000.00 84,615,384.62 Royal Bank of Canada 5.00000000% 55,000,000.00 84,615,384.62 The Bank of Nova Scotia 5.00000000% 55,000,000.00 84,615,384.62 Barclays Bank PLC 5.00000000% 55,000,000.00 84,615,384.62 Bank of Montreal 5.00000000% 55,000,000.00 84,615,384.62 The Royal Bank of Scotland plc 5.00000000% 55,000,000.00 84,615,384.62 UBS Loan Finance LLC 5.64102564% 55,000,000.00 84,615,384.62 JPMorgan Chase Bank, N.A. 5.00000000% 55,000,000.00 84,615,384.62 Deutsche Bank Trust Company Americas 5.64102564% 55,000,000.00 84,615,384.62 Bank of America, N.A. 4.00000000% 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plc, New York Branch 4.10256410% 40,000,000.00 61,538,461.54 Natixis 4.10256410% 40,000,000.00 61,538,461.54 U.S. Bank National Association 4.10256410% 40,000,000.00 61,538,461.54 Associated Bank, N.A. 2.00000000% 26,664,335.66 41,022,054.87 Branch Banking and Trust Company 2.73480366% 26,664,335.66 41,022,054.87 Capital One, N.A. 2.73480366% 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366% 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000% 26,664,335.66 41,022,054.87Director

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. [This space is left intentionally blank. Signature pages follow.] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: VANGUARD NATURAL GAS, LLC By: /s/ Xxxxxxx Rxxxxxx Xxxxxx Xxxxxxx Rxxxxxx Xxxxxx Executive Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: CITIBANK, N.A. as Administrative Agent By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Axxxxx XxXxxxxxx Axxxxx XxXxxxxxx Vice President LENDERS: CITIBANK, N.A. By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Axxxxx XxXxxxxxx Axxxxx XxXxxxxxx Vice President LENDERS: XXXXX BNP PARIBAS By: /s/ Bxxxx Xxxxxx Name: Bxxxx Xxxxxx Title: Director By: /s/ Exxxxx Xxx Name: Exxxxx Xxx Title: Director LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Jxxx Xxxxxxx Name: Jxxx Xxxxxxx Title: Director LENDERS: COMERICA BANK By: /s/ Jxxxxx Xxxxxxxx Name: Jxxxxx Xxxxxxxx Title: Vice President LENDERS: ROYAL BANK OF CANADA By: /s/ Jxxxx Xxxx Name: Jxxxx Xxxx Title: Authorized Signatory LENDERS: WXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx Xxxx Pxxxxxx X. Xxxxx Name: Xxxxxxx Xxxx Pxxxxxx X. Xxxxx Title: Director Vice President LENDERS: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK By: /s/ Xxx Byargean Txx Xxxxxxxx Name: Xxx Byargean Txx Xxxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director LENDERS: ROYAL BANK OF CANADA By: /s/ Xxxxxxx Mxxxxxx X. Xxxxxx Name: Xxxxxxx Mxxxxxx X. Xxxxxx Title: Authorized Signatory LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director LENDERS: BARCLAYS BANK PLC By: /s/ Xxxxxxx Vxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx Vxxxxxx X. Xxxxxxxxxx Title: Vice President LENDERS: BANK OF MONTREAL By: /s/ Xxxxx Kxxxx Xxxxx Name: Xxxxx Kxxxx Xxxxx Title: Director LENDERS: THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxxx Sxxxxx Xxxxxx Name: Xxxxxx Sxxxxx Xxxxxx Title: Authorized Signatory LENDERS: UBS LOAN FINANCE LLC By: /s/ Ixxx X. Xxxx Name: Ixxx X. Xxxx Title: Associate Director Banking Products Services, US By: /s/ Mxxx X. Xxxxx Name: Xxxx Mxxx X. Xxxxx Title: Associate Director By: /s/ Irga R. Otsa Name: Xxxx X. Xxxx Title: Associate Director LENDERS: JPMORGAN CHASE BANKBanking Products Services, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President US LENDERS: BANK OF SCOTLAND PLC, NEW YORK BRANCH By: /s/ Xxxxx Jxxxx X. Xxxxxxxx Name: Xxxxx Jxxxx X. Xxxxxxxx Title: Vice President LENDERS: NATIXIS By: /s/ Xxxxxxx X. Xxxxxxx Liana Tchernysheva Name: Xxxxxxx X. Xxxxxxx Liana Tchernysheva Title: Senior Managing Director By: /s/ Xxxxxxxx Xxxxx Dxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx Xxxxx Dxxxxxx X. Xxxxxxxxx Title: Managing Director LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxx Dxxxx Xxxxxxx Name: Xxxx X. Xxxxxxxx Dxxxx Xxxxxxx Title: Senior Vice President LENDERS: ASSOCIATED BANK, N.A. By: /s/ Xxxxxx Xxxxx Txxxxxx Xxxxxxx Name: Xxxxxx Xxxxx Txxxxxx Xxxxxxx Title: Senior Vice President LENDERS: BANK OF AMERICA MXXXXXX LXXXX By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Managing Director LENDERS: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxx Jxxx Xxxxxx Name: Xxxx Jxxx Xxxxxx Title: Senior Vice President LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxx Sxxxx Xxxxx Name: Xxxxxxx Xxxxxx Sxxxx Xxxxx Title: Senior Vice President LENDERS: CIBC INC. INC By: /s/ Txxxx Xxxxxx Xxxxx Name: Txxxx Xxxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxxx X. Xxx Rxxxxxx Xxxx Name: Xxxxxxxx X. Xxx Rxxxxxx Xxxx Title: Authorized Signatory LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxx Xxxx Mxxxxxxx Xxxxxxxx Name: Xxxxx Xxxx Mxxxxxxx Xxxxxxxx Title: Managing Director ANNEX I List of C.Ratio (Line I.A.4 ÷ Line I.B.10) __________ to 1.0 Maximum Credit Amounts as of Effective Date of Second Amendment Name of Lender Applicable Percentage Commitment Maximum Credit Amount Citibank, N.A. 6.00000000% 60,000,000.00 92,307,692.31 Xxxxx Fargo Bank, National Association 8.89008427% 86,678,321.68 133,351,264.12 Credit Agricole Corporate and Investment Bank 5.00000000% 55,000,000.00 84,615,384.62 Royal Bank of Canada 5.00000000% 55,000,000.00 84,615,384.62 The Bank of Nova Scotia 5.00000000% 55,000,000.00 84,615,384.62 Barclays Bank PLC 5.00000000% 55,000,000.00 84,615,384.62 Bank of Montreal 5.00000000% 55,000,000.00 84,615,384.62 The Royal Bank of Scotland plc 5.00000000% 55,000,000.00 84,615,384.62 UBS Loan Finance LLC 5.64102564% 55,000,000.00 84,615,384.62 JPMorgan Chase Bank, N.A. 5.00000000% 55,000,000.00 84,615,384.62 Deutsche Bank Trust Company Americas 5.64102564% 55,000,000.00 84,615,384.62 Bank of America, N.A. 4.00000000% 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plc, New York Branch 4.10256410% 40,000,000.00 61,538,461.54 Natixis 4.10256410% 40,000,000.00 61,538,461.54 U.S. Bank National Association 4.10256410% 40,000,000.00 61,538,461.54 Associated Bank, N.A. 2.00000000% 26,664,335.66 41,022,054.87 Branch Banking and Trust Company 2.73480366% 26,664,335.66 41,022,054.87 Capital One, N.A. 2.73480366% 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366% 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000% 26,664,335.66 41,022,054.87Permitted: 4.00 to 1.00

Entirety, Etc. This Amendment and all of the other Loan Documents embody the entire agreement between the parties. THIS AMENDMENT AGREEMENT 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. [This space is The remainder of this page has been left intentionally blank. Signature pages followblank intentionally.] The parties hereto have caused this Agreement EXECUTED to be duly executed effective as of the day and year date first above writtenset forth above. BORROWER: VANGUARD NATURAL GAS, LLC By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Executive Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: CITIBANK, N.A. as Administrative Agent By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Vice President LENDERS: CITIBANK, N.A. By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Vice President LENDERS: XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director LENDERS: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK By: /s/ Xxx Byargean Name: Xxx Byargean Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director LENDERS: ROYAL BANK OF CANADA By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director LENDERS: BARCLAYS BANK PLC By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President LENDERS: BANK OF MONTREAL By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director LENDERS: THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory LENDERS: UBS LOAN FINANCE LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Associate Director By: /s/ Irga R. Otsa Name: Xxxx X. Xxxx Title: Associate Director LENDERS: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President LENDERS: BANK OF SCOTLAND PLC, NEW YORK BRANCH XXXXXXXX RESOURCES AMERICA INC. By: /s/ Xxxxx X. Xxxxxxxx Xxxxxxx, III Name: Xxxxx X. Xxxxxxxx Xxxxxxx, III Title: Vice President LENDERSChief Executive Officer GUARANTORS: NATIXIS ALBANY SERVICES L L C AMADEUS PETROLEUM INC. T-N-T ENGINEERING, INC. Each By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxxx, III Name: Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxxx, III Title: Senior Managing Director President EAGLEFORD GAS, LLC EAGLEFORD GAS 2, LLC EAGLEFORD GAS 3, LLC EAGLEFORD GAS 4, LLC EAGLEFORD GAS 5, LLC EAGLEFORD GAS 6, LLC EAGLEFORD GAS 7, LLC EAGLEFORD GAS 8, LLC EAGLEFORD GAS 10, LLC EAGLEFORD GAS 11, LLC XXXXXXXX OPERATING, LLC XXXXXXXX RESOURCES, INC. POPLAR ENERGY, LLC LA SALLE EAGLE FORD GATHERING LINE LLC XXXXXXXX BR DISPOSAL LLC Each By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxx, III Name: Xxxxxxxx Xxxxx X. Xxxxxxx, III Title: Director LENDERS: U.S. BANK NATIONAL ASSOCIATION Chief Executive Officer CITIBANK, N.A., as Administrative Agent and Lender By: /s/ Xxxx X. Xxxxxxxx Xxxxx XxXxxxx Name: Xxxx X. Xxxxxxxx Xxxxx XxXxxxx Title: Senior Vice President LENDERS: ASSOCIATED BANKX.X. Xxxxxx Chase Bank N.A., N.A. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President LENDERS: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President LENDERS: CIBC INC. as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory Officer ABN AMRO CAPITAL USA LLC., as a Lender By: /s/ Xxxxxxxx X. Xxx Xxxx Xxxxx Name: Xxxxxxxx X. Xxx Xxxx Xxxxx Title: Authorized Signatory LENDERS: SUMITOMO MITSUI BANKING CORPORATION Managing Director By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director ANNEX I List TRUIST BANK., as a Lender By: /s/ Xxxxxxx X Xxxxxxx Name: Xxxxxxx X Xxxxxxx Title: Senior Vice President FIFTH THIRD BANK, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President COMERICA BANK, as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President BARCLAYS BANK PLC, as a Lender By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director IBERIABANK, a division of Maximum Credit Amounts as of Effective Date of Second Amendment Name of Lender Applicable Percentage Commitment Maximum Credit Amount Citibank, N.A. 6.00000000% 60,000,000.00 92,307,692.31 Xxxxx Fargo First Horizon Bank, National Association 8.89008427% 86,678,321.68 133,351,264.12 Credit Agricole Corporate and Investment Bank 5.00000000% 55,000,000.00 84,615,384.62 Royal Bank of Canada 5.00000000% 55,000,000.00 84,615,384.62 The Bank of Nova Scotia 5.00000000% 55,000,000.00 84,615,384.62 Barclays Bank PLC 5.00000000% 55,000,000.00 84,615,384.62 Bank of Montreal 5.00000000% 55,000,000.00 84,615,384.62 The Royal Bank of Scotland plc 5.00000000% 55,000,000.00 84,615,384.62 UBS Loan Finance LLC 5.64102564% 55,000,000.00 84,615,384.62 JPMorgan Chase Bankas a Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President OCM ENGY Holdings, N.A. 5.00000000% 55,000,000.00 84,615,384.62 Deutsche Bank Trust Company Americas 5.64102564% 55,000,000.00 84,615,384.62 Bank of AmericaLLC, N.A. 4.00000000% 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plcas a Lender By: Oaktree Fund GP, New York Branch 4.10256410% 40,000,000.00 61,538,461.54 Natixis 4.10256410% 40,000,000.00 61,538,461.54 U.S. Bank National Association 4.10256410% 40,000,000.00 61,538,461.54 Associated BankLLC, N.A. 2.00000000% 26,664,335.66 41,022,054.87 Branch Banking and Trust Company 2.73480366% 26,664,335.66 41,022,054.87 Capital OneIts: Manager; By: Oaktree Fund GP I, N.A. 2.73480366% 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366% 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000% 26,664,335.66 41,022,054.87L.P., Its: Managing Member By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx

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. [This space is left intentionally blank. Signature pages follow.] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: VANGUARD NATURAL GAS, LLC By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx A. Xxxxxx Executive Vice President and Chief Financial Officer SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-1 ADMINISTRATIVE AGENT: CITIBANK, N.A. as Administrative Agent By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxx Vice President LENDERS: CITIBANK, N.A. By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxx Vice President SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-2 LENDERS: XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-3 LENDERS: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK By: /s/ Xxx Byargean Page Dillehunt Name: Xxx Byargean Page Dillehunt Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director LENDERS: ROYAL BANK OF CANADA By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-4 LENDERS: ROYAL BANK OF CANADA By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-5 LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxxxx Xxxx Xxxxxx Name: Xxxxx Xxxxxxx Xxxx Xxxxxx Title: Managing Director SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-6 LENDERS: BARCLAYS BANK PLC By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-7 LENDERS: BANK OF MONTREAL By: /s/ Xxxxx Xxxxxx X. Xxxxx Name: Xxxxx Xxxxxx X. Xxxxx Title: Managing Director SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-8 LENDERS: THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory Director SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-9 LENDERS: UBS LOAN FINANCE LLC AG, STAMFORD BRANCH By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Director By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Associate Director By: /s/ Irga R. Otsa Name: Xxxx X. Xxxx Title: Associate Director SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-10 LENDERS: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxx Xxxxxx Xxxx Xxxx Name: Xxxxx Xxxxxx Xxxx Xxxx Title: Authorized Officer LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-11 LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Xxxxxxxxx Title: Vice President LENDERS: BANK OF SCOTLAND PLC, NEW YORK BRANCH By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President LENDERS: NATIXIS By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-12 LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-13 LENDERS: COMERICA BANK By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Vice President SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-14 LENDERS: FIFTH THIRD BANK By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-15 LENDERS: NATIXIS, NEW YORK BRANCH By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-16 LENDERS: XXXXXX XXXXXXX BANK, N.A. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-17 LENDERS: ASSOCIATED BANK, N.A. By: /s/ Xxxxxx Xxxx Xxxxx Name: Xxxx Xxxxx Title: Assistant Vice President SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-18 LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Senior Vice President SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-19 LENDERS: CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Executive Director SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-20 LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Executive Director SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-21 LENDERS: WHITNEY BANK By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-22 LENDERS: AMEGY BANK NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-23 LENDERS: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-24 LENDERS: CREDIT SUISSE AG By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-25 LENDERS: PNC BANK NATIONAL ASSOCIATION By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Assistant Vice President SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-26 LENDERS: ABN AMRO CAPITAL USA LLC By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-27 LENDERS: COMMONWEALTH BANK OF AUSTRALIA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Associate SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-28 LENDERS: THE HUNTINGTON NATIONAL BANK By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Vice President SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-29 LENDERS: ING CAPITAL LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION Director By: /s/ Xxxxxxx Xxxxxx Xxxx Name: Xxxxxxx Xxxxxx Title: Vice President LENDERS: CIBC INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Authorized Signatory LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-30 LENDERS: SUNTRUST BANK By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-31 LENDERS: DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-32 EXITING LENDER: DEUTSCHE BANK TRUST COMPANY AMERICAS By: s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-33 ANNEX I List of Maximum Credit Amounts Commitments and Applicable Percentages as of Effective Date of Second Sixth Amendment Name of Lender Applicable Percentage Commitment Maximum Credit Amount 1 Citibank, N.A. 6.000000004.393% 60,000,000.00 92,307,692.31 Xxxxx Fargo Bank, National Association 8.89008427% 86,678,321.68 133,351,264.12 Credit Agricole Corporate and Investment Bank 5.00000000% 55,000,000.00 84,615,384.62 Royal Bank of Canada 5.00000000% 55,000,000.00 84,615,384.62 The Bank of Nova Scotia 5.00000000% 55,000,000.00 84,615,384.62 Barclays Bank PLC 5.00000000% 55,000,000.00 84,615,384.62 Bank of Montreal 5.00000000% 55,000,000.00 84,615,384.62 The Royal Bank of Scotland plc 5.00000000% 55,000,000.00 84,615,384.62 UBS Loan Finance LLC 5.64102564% 55,000,000.00 84,615,384.62 JPMorgan Chase Bank, N.A. 5.00000000% 55,000,000.00 84,615,384.62 Deutsche Bank Trust Company Americas 5.64102564% 55,000,000.00 84,615,384.62 Bank of America, N.A. 4.00000000% 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plc, New York Branch 4.10256410% 40,000,000.00 61,538,461.54 Natixis 4.10256410% 40,000,000.00 61,538,461.54 U.S. Bank National Association 4.10256410% 40,000,000.00 61,538,461.54 Associated Bank, N.A. 2.00000000% 26,664,335.66 41,022,054.87 Branch Banking and Trust Company 2.73480366% 26,664,335.66 41,022,054.87 Capital One, N.A. 2.73480366% 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366% 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000% 26,664,335.66 41,022,054.87$67,000,000.00

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. [This space is left intentionally blank. Signature pages follow.] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: VANGUARD NATURAL GAS, LLC By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx A. Xxxxxx Executive Vice President and Chief Financial Officer EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-1 ADMINISTRATIVE AGENT: CITIBANK, N.A. as Administrative Agent By: /s/ Xxxx Xxxxxxx Xxx Xxxx Xxxxxxx Xxx Vice President LENDERS: CITIBANK, N.A. By: /s/ Xxxx Xxxxxxx Xxx Xxxx Xxxxxxx Xxx Vice President LENDERS: XXXXX FARGO BANK, N.A. EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-2 By: /s/ Xxxxxxx Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-3 By: /s/ Xxxxxxxxx Xxxxxxx Xxxx Name: Xxxxxxxxx Xxxxxxx Title: Director LENDERS: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK By: /s/ Xxx Byargean Name: Xxx Byargean Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director LENDERS: ROYAL BANK OF CANADA By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director LENDERS: BARCLAYS BANK PLC EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-4 By: /s/ Xxxxxxx X. Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Xxxxxxxxx Title: Vice President LENDERS: BANK OF MONTREAL EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-5 By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director LENDERSEIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-6 By: THE ROYAL /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-7 By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Authorized Signatory EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-8 INVESTMENT BANK OF SCOTLAND plc By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-9 By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory LENDERSBy: UBS LOAN FINANCE LLC /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Authorized Signatory EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-10 By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-11 By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-12 By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-13 By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Officer EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-14 By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-15 By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-16 By: /s/ Xxxx Xxxxxxx, Xx. Name: Xxxx Xxxxxxx, Xx. Title: Authorized Signatory EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-17 CORPORATION By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-18 By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-19 By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-20 By: /s/ Xxxx X. Xxxxx Xxxxxx Name: Xxxx X. Xxxxx Title: Associate Director By: /s/ Irga R. Otsa Name: Xxxx X. Xxxx Title: Associate Director LENDERS: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-21 By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Associate Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A. Associate Director By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxx Xxxxxxxx Title: Vice President LENDERS: BANK OF SCOTLAND PLC, NEW YORK BRANCH EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-23 By: /s/ Xxxxx X. Xxxxxxxx Xxx Name: Xxxxx X. Xxxxxxxx Xxx Title: Senior Vice President LENDERS: NATIXIS EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-24 By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President LENDERSEIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-25 By: ASSOCIATED BANK, N.A. /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-26 By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signatory EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-27 By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Vice President LENDERSEIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-28 By: BRANCH BANKING Name: Title: EIGHTH AMENDMENT TO THIRD AMENDED AND TRUST COMPANY RESTATED CREDIT AGREEMENT – S-29 By: /s/ Xxxx Xxxxxx Liana Tchernysheva Name: Xxxx Xxxxxx Liana Tchernysheva Title: Senior Vice President LENDERSEIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-30 By: CAPITAL ONE, NATIONAL ASSOCIATION /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-31 By: /s/ Xxxxxxx Xxxxxx Xxxxx Name: Xxxxxxx Xxxxxx Xxxxx Title: Vice President LENDERS: CIBC INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Authorized Signatory LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director ANNEX I List of Maximum Credit Amounts Commitments and Applicable Percentages as of Effective Date of Second Eighth Amendment to Third Amended and Restated Credit Agreement Name of Lender Applicable Percentage Commitment Maximum Credit Amount 1 Citibank, N.A. 6.000000003.900% 60,000,000.00 92,307,692.31 $62,400,000.00 2 Xxxxx Fargo Bank, National Association 8.89008427N.A. 4.450% 86,678,321.68 133,351,264.12 $71,200,000.00 3 ABN AMRO Capital USA LLC 3.650% $58,400,000.00 4 Bank of America, N.A. 3.650% $58,400,000.00 5 Bank of Montreal 3.650% $58,400,000.00 6 Barclays Bank PLC 3.650% $58,400,000.00 7 Canadian Imperial Bank of Commerce, New York Branch 3.650% $58,400,000.00 8 Credit Agricole Corporate and & Investment Bank 5.000000003.650% 55,000,000.00 84,615,384.62 Royal $58,400,000.00 9 Credit Suisse AG 3.650% $58,400,000.00 10 Deutsche Bank of Canada 5.00000000AG New York Branch 3.650% 55,000,000.00 84,615,384.62 The $58,400,000.00 11 Fifth Third Bank of Nova Scotia 5.000000003.650% 55,000,000.00 84,615,384.62 Barclays Bank PLC 5.00000000$58,400,000.00 12 ING Capital LLC 3.650% 55,000,000.00 84,615,384.62 Bank of Montreal 5.00000000% 55,000,000.00 84,615,384.62 The Royal Bank of Scotland plc 5.00000000% 55,000,000.00 84,615,384.62 UBS Loan Finance LLC 5.64102564% 55,000,000.00 84,615,384.62 $58,400,000.00 13 JPMorgan Chase Bank, N.A. 5.000000003.650% 55,000,000.00 84,615,384.62 Deutsche Bank Trust Company Americas 5.64102564% 55,000,000.00 84,615,384.62 Bank of America, N.A. 4.00000000% 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plc$58,400,000.00 14 Natixis, New York Branch 4.102564103.650% 40,000,000.00 61,538,461.54 Natixis 4.10256410$58,400,000.00 15 PNC Bank National Association 3.650% 40,000,000.00 61,538,461.54 $58,400,000.00 00 Xxxxx Xxxx xx Xxxxxx 3.650% $58,400,000.00 17 Sumitomo Mitsui Banking Corporation 3.650% $58,400,000.00 00 Xxx Xxxx xx Xxxx Xxxxxx 3.650% $58,400,000.00 19 Citizens Bank, N.A. 3.650% $58,400,000.00 20 U.S. Bank National Association 4.102564103.650% 40,000,000.00 61,538,461.54 Associated Bank$58,400,000.00 21 UBS AG, N.A. 2.00000000Stamford Branch 3.650% 26,664,335.66 41,022,054.87 $58,400,000.00 22 Branch Banking and Trust Company 2.734803662.750% 26,664,335.66 41,022,054.87 $44,000,000.00 23 Capital One, National Association 2.750% $44,000,000.00 24 Comerica Bank 2.750% $44,000,000.00 00 Xxxxxxxxxxxx Xxxx xx Xxxxxxxxx 2.750% $44,000,000.00 26 Xxxxxx Xxxxxxx Bank, N.A. 2.734803662.750% 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366$44,000,000.00 27 Associated Bank, N.A. 2.150% 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000$34,400,000.00 28 Amegy Bank National Association 1.800% 26,664,335.66 41,022,054.87$28,800,000.00 29 Whitney Bank 1.800% $28,800,000.00 30 The Huntington National Bank 1.400% $22,400,000.00 31 SunTrust Bank 1.400% $22,400,000.00 TOTAL 100.000% $1,600,000,000.00

Entirety, Etc. This Amendment Amendment, the other Modification Papers and all of the other Loan Documents embody the entire agreement between among the parties. THIS AMENDMENT AMENDMENT, THE OTHER MODIFICATION PAPERS 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. [This space is left intentionally blank. Signature pages follow.] The IN WITNESS WHEREOF, the parties hereto have caused executed this Agreement Amendment to be duly executed effective as of the day and year first above writtenEffective Date. BORROWER: VANGUARD NATURAL GAS, LLC By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Executive Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: CITIBANK, N.A. as Administrative Agent By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Vice President LENDERS: CITIBANK, N.A. By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Vice President LENDERS: XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director LENDERS: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK By: /s/ Xxx Byargean Name: Xxx Byargean Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director LENDERS: ROYAL BANK OF CANADA By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director LENDERS: BARCLAYS BANK PLC By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President LENDERS: BANK OF MONTREAL By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director LENDERS: THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory LENDERS: UBS LOAN FINANCE LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Associate Director By: /s/ Irga R. Otsa Name: Xxxx X. Xxxx Title: Associate Director LENDERS: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A. PRIMEENERGY CORPORATION By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Executive Vice President LENDERSSECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page S-1 ADMINISTRATIVE AGENT: BANK OF SCOTLAND PLCCOMPASS BANK, NEW YORK BRANCH By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President LENDERS: NATIXIS By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Managing Director as Administrative Agent By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Managing Director LENDERSISSUING BANK: U.S. BANK NATIONAL ASSOCIATION COMPASS BANK, as Issuing Bank By: /s/ Xxxx Xxxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxx Xxxxxxxx X. Xxxxxxxx Xxxxx Title: Senior Vice President LENDERSManaging Director LENDER: ASSOCIATED COMPASS BANK, N.A. as a Lender By: /s/ Xxxxxx Xxxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxxx X. Xxxxx Title: Vice President LENDERSManaging Director LENDER: BRANCH BANKING AND TRUST COMPANY CITIBANK, N.A., as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President LENDERSSVP SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –Signature Page S-3 LENDER: CAPITAL ONEXXXXX FARGO BANK, NATIONAL ASSOCIATION N.A., as a Lender By: /s/ Xxxxxxx Xxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxxx Xxxxx Xxxxx Title: Vice President LENDERSSECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT –Signature Page S-4 LENDER: CIBC INC. FIFTH THIRD BANK, as a Lender By: /s/ Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Authorized Signatory LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director ANNEX I List of LIST OF MAXIMUM CREDIT AMOUNTS Aggregate Maximum Credit Amounts as of Effective Date of Second Amendment Name of Lender Applicable Percentage Commitment Maximum Credit Amount Citibank, N.A. 6.00000000Compass Bank 33.333333333 % 60,000,000.00 92,307,692.31 $ 100,000,000.00 Xxxxx Fargo Bank, National Association 8.8900842727.777777778 % 86,678,321.68 133,351,264.12 Credit Agricole Corporate and Investment Bank 5.00000000% 55,000,000.00 84,615,384.62 Royal Bank of Canada 5.00000000% 55,000,000.00 84,615,384.62 The Bank of Nova Scotia 5.00000000% 55,000,000.00 84,615,384.62 Barclays Bank PLC 5.00000000% 55,000,000.00 84,615,384.62 Bank of Montreal 5.00000000% 55,000,000.00 84,615,384.62 The Royal Bank of Scotland plc 5.00000000% 55,000,000.00 84,615,384.62 UBS Loan Finance LLC 5.64102564% 55,000,000.00 84,615,384.62 JPMorgan Chase Bank$ 83,333,333.33 Citibank, N.A. 5.0000000022.222222222 % 55,000,000.00 84,615,384.62 Deutsche $ 66,666,666.67 Fifth Third Bank Trust Company Americas 5.6410256416.666666667 % 55,000,000.00 84,615,384.62 Bank of America, N.A. 4.00000000$ 50,000,000.00 TOTAL: 100.000000000 % 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plc, New York Branch 4.10256410% 40,000,000.00 61,538,461.54 Natixis 4.10256410% 40,000,000.00 61,538,461.54 U.S. Bank National Association 4.10256410% 40,000,000.00 61,538,461.54 Associated Bank, N.A. 2.00000000% 26,664,335.66 41,022,054.87 Branch Banking and Trust Company 2.73480366% 26,664,335.66 41,022,054.87 Capital One, N.A. 2.73480366% 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366% 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000% 26,664,335.66 41,022,054.87$ 300,000,000.00

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 FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 12 ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [This space is left intentionally blank. Signature pages follow.] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: VANGUARD NATURAL GAS, LLC By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Executive Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: CITIBANK, N.A. as Administrative Agent By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Vice President LENDERS: CITIBANK, N.A. By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Vice President LENDERS: XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxxxx Xxxx Title: Director Xxxxxx Vice President LENDERS: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK By: /s/ Xxx Byargean Name: Xxx Byargean Title: Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxxxxxxx Xxxxx Title: Xxxxxxxxxx Managing Director LENDERS: ROYAL BANK OF CANADA By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Xxx X. XxXxxxxxxxx Xxx X. XxXxxxxxxxx Authorized Signatory LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director LENDERS: BARCLAYS BANK PLC By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President LENDERS: BANK OF MONTREAL By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director LENDERS: THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Authorised Signatory LENDERS: UBS LOAN FINANCE LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Associate Director By: /s/ Irga R. Otsa Name: Xxxx X. Xxxx Title: Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx Associate Director LENDERS: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Xxxx Xxxx Xxxx Xxxx Authorized Officer LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Xxxxxxxx Xxxxxx X. Xxxxxxxxxx Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President Xxxxxxxxxx Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Xxxxxx Ji Xxxxxx Ji Vice President LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx Xxxxxxx X. Xxxxxxxx Title: Managing Director LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Xxxxxxxxx Vice President LENDERS: BANK OF SCOTLAND PLC, NEW YORK BRANCH By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President LENDERS: NATIXIS By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx TitleVice President LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Senior Vice President LENDERS: FIFTH THIRD BANK By: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Executive Director LENDERS: NATIXIS By: /s/ Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx Director By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Managing Director LENDERS: XXXXXX XXXXXXX BANK, N.A. By: /s/ Xxxxx Xxxx Xxxxx Xxxx Authorized Signatory LENDERS: ASSOCIATED BANK, N.A. By: /s/ Xxxx Xxxxx Xxxx Xxxxx AVP LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx TitleVice President LENDERS: CIBC INC. By: /s/ Xxxxxx Xx Xxxxxx Xx Authorized Signatory By: /s/ Xxxxxx Xxxxx Xxxxxx Xxxxx CIBC Inc. Authorized Signatory LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx Managing Director LENDERS: WHITNEY BANK By: /s/ Liana Tchernysheva Liana Tchernysheva Senior Vice President LENDERS: AMEGY BANK NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx Vice President LENDERS: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxxx Xxxxxx Title: Xxxxxxx Senior Vice President LENDERSEXHIBIT I RESERVE REPORT CERTIFICATE TO: CAPITAL ONECITIBANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President LENDERS: CIBC INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Authorized Signatory LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director ANNEX I List of Maximum N.A., as Administrative Agent Vanguard Natural Gas, LLC, the financial institutions signing as Lenders and Citibank, N.A., as Administrative Agent, are parties to a Third Amended and Restated Credit Amounts Agreement dated as of Effective Date September 30, 2011 (as amended from time to time, the "Credit Agreement"). The defined terms in this Certificate have the same meanings as provided in the Credit Agreement. This Certificate is given pursuant to the requirements of Second Amendment Name Section 8.12(c) of Lender Applicable Percentage Commitment Maximum the Credit Amount Citibank, N.A. 6.00000000% 60,000,000.00 92,307,692.31 Xxxxx Fargo Bank, National Association 8.89008427% 86,678,321.68 133,351,264.12 Credit Agricole Corporate and Investment Bank 5.00000000% 55,000,000.00 84,615,384.62 Royal Bank Agreement. The undersigned is a Responsible Officer of Canada 5.00000000% 55,000,000.00 84,615,384.62 the Borrower. The Bank of Nova Scotia 5.00000000% 55,000,000.00 84,615,384.62 Barclays Bank PLC 5.00000000% 55,000,000.00 84,615,384.62 Bank of Montreal 5.00000000% 55,000,000.00 84,615,384.62 The Royal Bank of Scotland plc 5.00000000% 55,000,000.00 84,615,384.62 UBS Loan Finance LLC 5.64102564% 55,000,000.00 84,615,384.62 JPMorgan Chase Bank, N.A. 5.00000000% 55,000,000.00 84,615,384.62 Deutsche Bank Trust Company Americas 5.64102564% 55,000,000.00 84,615,384.62 Bank of America, N.A. 4.00000000% 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plc, New York Branch 4.10256410% 40,000,000.00 61,538,461.54 Natixis 4.10256410% 40,000,000.00 61,538,461.54 U.S. Bank National Association 4.10256410% 40,000,000.00 61,538,461.54 Associated Bank, N.A. 2.00000000% 26,664,335.66 41,022,054.87 Branch Banking and Trust Company 2.73480366% 26,664,335.66 41,022,054.87 Capital One, N.A. 2.73480366% 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366% 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000% 26,664,335.66 41,022,054.87undersigned hereby certifies as follows:

Entirety, Etc. This Amendment and all of the other Loan Documents embody the entire agreement between the parties. THIS AMENDMENT AMENDMENT, THE OTHER MODIFICATION PAPERS 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. [This space is left intentionally blank. Signature pages follow.] The IN WITNESS WHEREOF, the parties hereto have caused executed this Agreement Amendment to be duly executed effective as of the day date and year first above written. BORROWER: VANGUARD NATURAL GAS, LLC BORROWER GULFPORT ENERGY CORPORATION By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx Executive Vice President X. Xxxxx Title: VP and Chief Financial Officer CFO THIRD AMENDMENT TO CREDIT AGREEMENT – Signature Page ADMINISTRATIVE AGENT: CITIBANKAGENT THE BANK OF NOVA SCOTIA, N.A. as Administrative Agent By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Vice President LENDERS: CITIBANK, N.A. By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Vice President LENDERS: XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx Xxxx Xxxxxx Name: Xxxxxxx Xxxx Xxxxxx Title: Director LENDERS: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK By: /s/ Xxx Byargean Name: Xxx Byargean Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director LENDERS: ROYAL BANK OF CANADA By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory LENDERS: LENDER THE BANK OF NOVA SCOTIA By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director THIRD AMENDMENT TO CREDIT AGREEMENT – Signature Page LENDER AMEGY BANK NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxxx X. Xxxxxxxxx, III Name: Xxxxx Xxxxxxx Title: Managing Director LENDERS: BARCLAYS BANK PLC By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Xxxxxxxxx, III Title: Vice President LENDERS: BANK OF MONTREAL By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director LENDERS: THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory LENDERS: UBS LOAN FINANCE LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Associate Director By: /s/ Irga R. Otsa Name: Xxxx X. Xxxx Title: Associate Director LENDERS: JPMORGAN CHASE BANK, N.A. THIRD AMENDMENT TO CREDIT AGREEMENT – Signature Page LENDER KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President LENDERS: BANK OF SCOTLAND PLC, NEW YORK BRANCH THIRD AMENDMENT TO CREDIT AGREEMENT – Signature Page LENDER SOCIÉTÉ GÉNÉRALE By: /s/ Xxxxx X. Xxxxxxxx Xxxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President LENDERS: NATIXIS By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Xxxxxxxxx Title: Director LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President LENDERS: ASSOCIATED BANK, N.A. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President LENDERS: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President LENDERS: CIBC INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Authorized Signatory LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director ANNEX I List of Maximum Credit Amounts as of Effective Date of Second Amendment Name of THIRD AMENDMENT TO CREDIT AGREEMENT – Signature Page SCHEDULE 2.01 Commitments and Applicable Percentages Lender Applicable Percentage Commitment Commitment1 Maximum Credit Amount Citibank, N.A. 6.00000000% 60,000,000.00 92,307,692.31 Xxxxx Fargo Bank, Amount2 Amegy Bank National Association 8.8900842728 % 86,678,321.68 133,351,264.12 Credit Agricole Corporate and Investment Bank 5.00000000% 55,000,000.00 84,615,384.62 Royal Bank of Canada 5.00000000% 55,000,000.00 84,615,384.62 $ 35,000,000 $ 98,000,000 The Bank of Nova Scotia 5.0000000040 % 55,000,000.00 84,615,384.62 Barclays Bank PLC 5.00000000% 55,000,000.00 84,615,384.62 Bank of Montreal 5.00000000% 55,000,000.00 84,615,384.62 The Royal Bank of Scotland plc 5.00000000% 55,000,000.00 84,615,384.62 UBS Loan Finance LLC 5.64102564% 55,000,000.00 84,615,384.62 JPMorgan Chase Bank, N.A. 5.00000000% 55,000,000.00 84,615,384.62 Deutsche Bank Trust Company Americas 5.64102564% 55,000,000.00 84,615,384.62 Bank of America, N.A. 4.00000000% 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plc, New York Branch 4.10256410% 40,000,000.00 61,538,461.54 Natixis 4.10256410% 40,000,000.00 61,538,461.54 U.S. Bank $ 50,000,000 $ 140,000,000 KeyBank National Association 4.1025641020 % 40,000,000.00 61,538,461.54 Associated Bank, N.A. 2.00000000$ 25,000,000 $ 70,000,000 Xxxxxxx Xxxxxxxx 00 % 26,664,335.66 41,022,054.87 Branch Banking and Trust Company 2.73480366$ 15,000,000 $ 42,000,000 Total 100.000000000 % 26,664,335.66 41,022,054.87 Capital One, N.A. 2.73480366% 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366% 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000% 26,664,335.66 41,022,054.87$ 125,000,000 $ 350,000,000 1 Based on a Borrowing Base of $125,000,000. 2 The numbers in this column are based upon a hypothetical Borrowing Base of $350,000,000.

Entirety, Etc. This Amendment instrument 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 BETWEEN THE PARTIES. [This space is left intentionally blank. Signature pages follow.] The EXHIBIT 10.33 IN WITNESS WHEREOF, the parties hereto have caused executed this Agreement Amendment to be duly executed effective as of the day date and year first above written. BORROWER: VANGUARD NATURAL GAS, LLC By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Executive Vice President and Chief Financial Officer EXHIBIT 10.33 ADMINISTRATIVE AGENT: CITIBANK, N.A. as Administrative Agent By: /s/ Xxxx Xxxxxxx Xxxxxx Xxxx Xxxxxxx Xxxxxx Vice President LENDERS: CITIBANK, N.A. By: /s/ Xxxx Xxxxxxx Xxxxxx Xxxx Xxxxxxx Xxxxxx Vice President EXHIBIT 10.33 LENDERS: XXXXX FARGO BANK, N.A. BNP PARIBAS By: /s/ Xxxxxxx Xxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxx Title: Director LENDERS: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK By: /s/ Xxx Byargean Name: Xxx Byargean Xxxxx X. Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director LENDERS: ROYAL BANK OF CANADA By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Authorized Signatory Director EXHIBIT 10.33 LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Xxxxxx Xxxxxx Title: Managing Director EXHIBIT 10.33 LENDERS: BARCLAYS COMPASS BANK PLC By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxxxxxxx Xxxxx Name: Xxxxxxx Xxxxxxxx X. Xxxxxxxxxx Xxxxx Title: Senior Vice President EXHIBIT 10.33 LENDERS: BANK OF MONTREAL WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director LENDERS: THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory LENDERS: UBS LOAN FINANCE LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Associate Director By: /s/ Irga R. Otsa Name: Xxxx X. Xxxx Title: Associate Director LENDERS: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President LENDERS: BANK OF SCOTLAND PLC, NEW YORK BRANCH By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President LENDERS: NATIXIS By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President LENDERS: ASSOCIATED BANK, N.A. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President LENDERS: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President LENDERS: CIBC INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Authorized Signatory LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director EXHIBIT 10.33 ANNEX I List of LIST OF MAXIMUM CREDIT AMOUNTS Aggregate Maximum Credit Amounts as of Effective Date of Second Amendment Name of Lender Applicable Percentage Commitment Maximum Credit Amount Citibank, N.A. 6.00000000BNP Paribas 31.57142857 % 60,000,000.00 92,307,692.31 Xxxxx Fargo Bank, National Association 8.89008427% 86,678,321.68 133,351,264.12 Credit Agricole Corporate and Investment Bank 5.00000000% 55,000,000.00 84,615,384.62 Royal Bank of Canada 5.00000000% 55,000,000.00 84,615,384.62 $ 126,285,714.29 The Bank of Nova Scotia 5.0000000012.00000000 % 55,000,000.00 84,615,384.62 Barclays $ 51,142,857.14 Citibank, N.A. 31.00000000 % $ 126,285,714.29 Compass Bank PLC 5.0000000012.00000000 % 55,000,000.00 84,615,384.62 Bank of Montreal 5.00000000% 55,000,000.00 84,615,384.62 The Royal Bank of Scotland plc 5.00000000% 55,000,000.00 84,615,384.62 UBS Loan Finance LLC 5.64102564% 55,000,000.00 84,615,384.62 JPMorgan Chase $ 51,142,857.14 Wachovia Bank, N.A. 5.00000000% 55,000,000.00 84,615,384.62 Deutsche Bank Trust Company Americas 5.64102564% 55,000,000.00 84,615,384.62 Bank of America, N.A. 4.00000000% 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plc, New York Branch 4.10256410% 40,000,000.00 61,538,461.54 Natixis 4.10256410% 40,000,000.00 61,538,461.54 U.S. Bank National Association 4.1025641011.28571429 % 40,000,000.00 61,538,461.54 Associated Bank, N.A. 2.00000000$ 45,142,857.14 TOTAL 100.00000000 % 26,664,335.66 41,022,054.87 Branch Banking and Trust Company 2.73480366% 26,664,335.66 41,022,054.87 Capital One, N.A. 2.73480366% 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366% 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000% 26,664,335.66 41,022,054.87$ 400,000,000.00 ANNEX I – Solo Page

Entirety, Etc. This Amendment and all of the other Loan Documents embody the entire agreement between the parties. THIS AMENDMENT AGREEMENT, THE FORBEARANCE AGREEMENT, THE CREDIT AGREEMENT 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. [This space is The remainder of this page has been left intentionally blank. Signature pages followblank intentionally.] The parties hereto have caused this Agreement A422090515 EXECUTED to be duly executed effective as of the day and year date first above writtenset forth above. BORROWER: VANGUARD NATURAL XXXXXXXX RESOURCES AMERICA INC. By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: CEO Amendment No. 1 to the Forbearance Agreement Signature Page GUARANTORS: ALBANY SERVICES L L C AMADEUS PETROLEUM INC. T-N-T ENGINEERING, INC. By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: CEO EAGLEFORD GAS, LLC EAGLEFORD GAS 2, LLC EAGLEFORD GAS 3, LLC EAGLEFORD GAS 4, LLC EAGLEFORD GAS 5, LLC EAGLEFORD GAS 6, LLC EAGLEFORD GAS 7, LLC EAGLEFORD GAS 8, LLC EAGLEFORD GAS 10, LLC EAGLEFORD GAS 11, LLC XXXXXXXX OPERATING, LLC XXXXXXXX RESOURCES, INC. POPLAR ENERGY, LLC LA SALLE EAGLE FORD GATHERING LINE LLC XXXXXXXX BR DISPOSAL LLC By: /s/ Xxxxx X. Xxxxxxx Xxxxxx III Name: Xxxxx X. Xxxxxxx Xxxxxx Executive Vice President and Chief Financial Officer III Title: CEO Amendment No. 1 to the Forbearance Agreement Signature Page ADMINISTRATIVE AGENT, ISSUING BANK: CITIBANK, N.A. as Administrative Agent N.A., By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President LENDERSSignature Page LENDER: CITIBANK, N.A. By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President LENDERSSignature Page LENDER: XXXXX FARGO ABN AMRO CAPITAL USA LLC By: /s/ X. Xxxxx Name: X. Xxxxx Title: By: /s/ X. Xxxx Name: X. Xxxx Title: LENDER: COMERICA BANK Amendment No. 1 to the Forbearance Agreement Signature Page By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President LENDER: BARCLAYS BANK PLC Amendment No. 1 to the Forbearance Agreement Signature Page By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director LENDER: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director LENDERS: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK By: /s/ Xxx Byargean Name: Xxx Byargean Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director LENDERS: ROYAL BANK OF CANADA Amendment No. 1 to the Forbearance Agreement Signature Page By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory LENDERSOfficer Amendment No. 1 to the Forbearance Agreement Signature Page LENDER: THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director LENDERS: BARCLAYS BANK PLC By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President LENDERS: BANK OF MONTREAL By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director LENDERS: THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory LENDERS: UBS LOAN FINANCE LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Associate Director By: /s/ Irga R. Otsa Name: Xxxx X. Xxxx Title: Associate Director LENDERS: JPMORGAN CHASE TRUIST BANK, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President LENDERS: BANK OF SCOTLAND PLC, NEW YORK BRANCH By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President LENDERS: NATIXIS as successor by merger to SunTrust Bank By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President LENDERSSignature Page LENDER: ASSOCIATED FIFTH THIRD BANK, N.A. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President LENDERS: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President LENDERS: CIBC INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Authorized Signatory LENDERSDirector Amendment No. 1 to the Forbearance Agreement Signature Page LENDER: SUMITOMO MITSUI BANKING CORPORATION XXXXXXX XXXXXXX BANK By: /s/ Xxxxxx X. Xxxxx Xxxx Name: Xxxxxx X. Xxxxx Xxxx Title: Managing Director ANNEX I List of Maximum Credit Amounts as of Effective Date of Second Senior Vice President Amendment Name of Lender Applicable Percentage Commitment Maximum Credit Amount Citibank, N.A. 6.00000000% 60,000,000.00 92,307,692.31 Xxxxx Fargo Bank, National Association 8.89008427% 86,678,321.68 133,351,264.12 Credit Agricole Corporate and Investment Bank 5.00000000% 55,000,000.00 84,615,384.62 Royal Bank of Canada 5.00000000% 55,000,000.00 84,615,384.62 The Bank of Nova Scotia 5.00000000% 55,000,000.00 84,615,384.62 Barclays Bank PLC 5.00000000% 55,000,000.00 84,615,384.62 Bank of Montreal 5.00000000% 55,000,000.00 84,615,384.62 The Royal Bank of Scotland plc 5.00000000% 55,000,000.00 84,615,384.62 UBS Loan Finance LLC 5.64102564% 55,000,000.00 84,615,384.62 JPMorgan Chase Bank, N.A. 5.00000000% 55,000,000.00 84,615,384.62 Deutsche Bank Trust Company Americas 5.64102564% 55,000,000.00 84,615,384.62 Bank of America, N.A. 4.00000000% 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plc, New York Branch 4.10256410% 40,000,000.00 61,538,461.54 Natixis 4.10256410% 40,000,000.00 61,538,461.54 U.S. Bank National Association 4.10256410% 40,000,000.00 61,538,461.54 Associated Bank, N.A. 2.00000000% 26,664,335.66 41,022,054.87 Branch Banking and Trust Company 2.73480366% 26,664,335.66 41,022,054.87 Capital One, N.A. 2.73480366% 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366% 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000% 26,664,335.66 41,022,054.87No. 1 to the Forbearance Agreement SCHEDULE 1

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. [This space is left intentionally blank. Signature pages follow.] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: VANGUARD NATURAL GAS, LLC By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Executive Vice President and Chief Financial Officer THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-1 ADMINISTRATIVE AGENT: CITIBANK, N.A. as Administrative Agent By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Vice President LENDERS: CITIBANK, N.A. By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-2 LENDERS: XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx Xxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxx Xxxxx Xxxxxx Title: Director THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-3 LENDERS: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK By: /s/ Xxx Byargean Xxxxxxxx Name: Xxx Byargean Xxxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-4 LENDERS: ROYAL BANK OF CANADA By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-5 LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-6 LENDERS: BARCLAYS BANK PLC By: /s/ Xxxxxxx X. Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Xxxxxxxxx Title: Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-7 LENDERS: BANK OF MONTREAL By: /s/ Xxxxx Xxxxx Xxxxxx Xxxxxxxx Name: Xxxxx Xxxxx Xxxxxx Xxxxxxxx Title: Director THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-8 LENDERS: THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxxx Xxxxxx Sanvay Remond Name: Xxxxxx Xxxxxx Sanvay Remond Title: Authorized Signatory THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-9 LENDERS: UBS LOAN FINANCE LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Associate Director By: /s/ Irga R. Otsa Name: Xxxx X. Xxxx Title: Associate Director THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-10 LENDERS: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxx Xxxxxx Xxxx Xxxx Name: Xxxxx Xxxxxx Xxxx Xxxx Title: Authorized Officer THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-11 LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Xxxxxxxx Xxxxxx X. Xxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxx X. Xxxxxx Xxxxxxxxxx Title: Vice President Director By: /s/ Xxxxxxx Xxxx Xxx Xxxxx Name: Xxxxxxx Xxxx Xxx Xxxxx Title: Vice President Managing Director THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-12 LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Xxxxxxxxx Title: Managing Director Assistant Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-13 LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-14 LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Senior Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-15 LENDERS: FIFTH THIRD BANK OF SCOTLAND PLC, NEW YORK BRANCH By: /s/ Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx Title: Senior Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-16 LENDERS: NATIXIS By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxxx, III Name: Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxxx, III Title: Senior Managing Director By: /s/ Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxxxxx Title: Managing Director THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-17 LENDERS: U.S. BANK NATIONAL ASSOCIATION XXXXXX XXXXXXX BANK, N.A. By: /s/ Xxxxxxx Xxxx X. Xxxxxxxx Name: Xxxxxxx Xxxx X. Xxxxxxxx Title: Senior Vice President Authorized Signatory THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-18 LENDERS: ASSOCIATED BANK, N.A. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-19 LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-20 LENDERS: CIBC INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-21 LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Managing Director THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-22 LENDERS: WHITNEY BANK By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-23 LENDERS: AMEGY BANK NATIONAL ASSOCIATION By: /s/ H. Xxxxx Xxxxxx Name: H. Xxxxx Xxxxxx Title: Senior Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-24 LENDERS: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxx Xxxxxx Xxxxxxx Name: Xxxx Xxxxxx Xxxxxxx Title: Senior Vice President LENDERSTHIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-25 DEPARTING LENDER: CAPITAL ONEBANK OF SCOTLAND PLC, NATIONAL ASSOCIATION NEW YORK BRANCH By: /s/ Xxxxxxx Xxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxx Xxxxxxxxx Title: Assistant Vice President LENDERS: CIBC INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Authorized Signatory LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-26 ANNEX I List of Maximum Credit Amounts Commitments as of Effective Date of Second Third Amendment Annex I – Solo Page Name of Lender Applicable Percentage Commitment Maximum Credit Amount Citibank, N.A. 6.000000005.583% 60,000,000.00 92,307,692.31 $ 67,000,000 Xxxxx Fargo Bank, National Association 8.890084277.112% 86,678,321.68 133,351,264.12 $85,344,809 Credit Agricole Corporate and Investment Bank 5.000000005.167% 55,000,000.00 84,615,384.62 $62,000,000 Royal Bank of Canada 5.000000005.167% 55,000,000.00 84,615,384.62 $62,000,000 The Bank of Nova Scotia 5.000000005.167% 55,000,000.00 84,615,384.62 $62,000,000 Barclays Bank PLC 5.000000005.167% 55,000,000.00 84,615,384.62 $62,000,000 Bank of Montreal 5.000000005.167% 55,000,000.00 84,615,384.62 $62,000,000 The Royal Bank of Scotland plc 5.000000005.167% 55,000,000.00 84,615,384.62 $62,000,000 UBS Loan Finance LLC 5.641025645.167% 55,000,000.00 84,615,384.62 $62,000,000 JPMorgan Chase Bank, N.A. 5.000000005.167% 55,000,000.00 84,615,384.62 $62,000,000 Deutsche Bank Trust Company Americas 5.641025645.167% 55,000,000.00 84,615,384.62 $62,000,000 Bank of America, N.A. 4.000000005.167% 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plc, New York Branch 4.10256410% 40,000,000.00 61,538,461.54 Natixis 4.10256410% 40,000,000.00 61,538,461.54 $62,000,000 U.S. Bank National Association 4.102564105.167% 40,000,000.00 61,538,461.54 $62,000,000 Comerica Bank 3.583% $43,000,000 Fifth Third Bank 3.583% $43,000,000 Natixis 3.583% $43,000,000 Xxxxxx Xxxxxxx Bank, N.A. 3.583% $43,000,000 Associated Bank, N.A. 2.000000002.325% 26,664,335.66 41,022,054.87 $27,900,179 Capital One, N.A. 2.325% $27,900,179 CIBC Inc. 2.325% $27,900,179 Sumitomo Mitsui Banking Corporation 2.325% $27,900,179 Whitney Bank 2.325% $27,900,179 Amegy Bank National Association 2.325% $27,900,179 Branch Banking and Trust Company 2.734803662.188% 26,664,335.66 41,022,054.87 Capital One$26,254,115 TOTAL 100 % $1,200,000,000 Annex I – Solo Page EXHIBIT A FORM OF NOTE _____________, 201__ FOR VALUE RECEIVED, VANGUARD NATURAL GAS, LLC, a Kentucky limited liability company (the “Borrower”) hereby promises to pay to the order of _____________________ (the “Lender”), at the principal office of CITIBANK, N.A. 2.73480366% 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366% 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000% 26,664,335.66 41,022,054.87(the “Administrative Agent”), the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter defined, in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note. This Note is one of the Notes referred to in the Third Amended and Restated Credit Agreement dated as of September 30, 2011 among the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. VANGUARD NATURAL GAS, LLC By: Name: Title: Exhibit A – Solo Page Exhibit A – Solo Page EXHIBIT H-1 FORM OF COMMITMENT AMOUNT INCREASE AGREEMENT THIS COMMITMENT AMOUNT INCREASE AGREEMENT (this “Agreement”) dated as of [____________________], is between [Insert name of Existing Lender] (the “Existing Lender”) and Vanguard Natural Gas, LLC (the “Borrower”). Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement referred to below.

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. [This space is left intentionally blank. Signature pages follow.] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: VANGUARD NATURAL GAS, LLC By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx A. Xxxxxx Executive Vice President and Chief Financial Officer EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-1 ADMINISTRATIVE AGENT: CITIBANK, N.A. as Administrative Agent By: /s/ Xxxx Xxxxxxx Xxx Xxxx Xxxxxxx Xxx Vice President LENDERS: CITIBANK, N.A. By: /s/ Xxxx Xxxxxxx Xxx Xxxx Xxxxxxx Xxx Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-2 LENDERS: XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-3 LENDERS: ABN AMRO CAPITAL USA LLC By: /s/ Xxxxxxxxx Xxxxxxx Xxxx Name: Xxxxxxxxx Xxxxxxx Title: Director LENDERS: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK By: /s/ Xxx Byargean Name: Xxx Byargean Title: Managing Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director LENDERS: ROYAL BANK OF CANADA By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory Managing Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-4 LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director LENDERS: BARCLAYS BANK PLC AMERICA, N.A. By: /s/ Xxxxxxx X. Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Xxxxxxxxx Title: Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-5 LENDERS: BANK OF MONTREAL By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-6 LENDERS: THE ROYAL BARCLAYS BANK PLC By: /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-7 LENDERS: CANADIAN IMPERIAL BANK OF SCOTLAND plc COMMERCE, NEW YORK BRANCH By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Authorized Signatory EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-8 LENDERS: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-9 LENDERS: CREDIT SUISSE AG By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Authorized Signatory EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-10 LENDERS: UBS LOAN FINANCE DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-11 LENDERS: FIFTH THIRD BANK By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-12 LENDERS: ING CAPITAL LLC By: /s/ Xxxx X. Xxxxx Xxxxxx Name: Xxxx X. Xxxxx Xxxxxx Title: Associate Managing Director By: /s/ Irga R. Otsa Xxxxx Xxxxxxxxx Name: Xxxx X. Xxxx Xxxxx Xxxxxxxxx Title: Associate Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-13 LENDERS: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxx Xxxxxx Xxxxxxxx Name: Xxxxx Xxxxxx Xxxxxxxx Title: Authorized Officer EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-14 LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS NATIXIS, NEW YORK BRANCH By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-15 LENDERS: PNC BANK NATIONAL ASSOCIATION By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-16 LENDERS: ROYAL BANK OF CANADA By: /s/ Xxxx Xxxxxxx, Xx. Name: Xxxx Xxxxxxx, Xx. Title: Authorized Signatory EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-17 LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-18 LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-19 LENDERS: CITIZENS BANK, N.A. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-20 LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxx Name: Xxxxxxxx Xxxx X. Xxxxxx Title: Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-21 LENDERS: UBS AG, STAMFORD BRANCH By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Associate Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President Associate Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-22 LENDERS: BANK OF AMERICA, N.A. BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxxx Title: Managing Director Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-23 LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Senior Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-24 LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President LENDERS: BANK OF SCOTLAND PLC, NEW YORK BRANCH By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President LENDERS: NATIXIS By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-25 LENDERS: COMMONWEALTH BANK OF AUSTRALIA By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-26 LENDERS: XXXXXX XXXXXXX BANK, N.A. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signatory EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-27 LENDERS: ASSOCIATED BANK, N.A. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-28 LENDERS: BRANCH BANKING AMEGY BANK NATIONAL ASSOCIATION By: Name: Title: EIGHTH AMENDMENT TO THIRD AMENDED AND TRUST COMPANY RESTATED CREDIT AGREEMENT – S-29 LENDERS: WHITNEY BANK By: /s/ Xxxx Xxxxxx Liana Tchernysheva Name: Xxxx Xxxxxx Liana Tchernysheva Title: Senior Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-30 LENDERS: CAPITAL ONE, THE HUNTINGTON NATIONAL ASSOCIATION BANK By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Vice President EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-31 LENDERS: SUNTRUST BANK By: /s/ Xxxxxxx Xxxxxx Xxxxx Name: Xxxxxxx Xxxxxx Xxxxx Title: Vice President LENDERS: CIBC INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Authorized Signatory LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-32 ANNEX I List of Maximum Credit Amounts Commitments and Applicable Percentages as of Effective Date of Second Eighth Amendment to Third Amended and Restated Credit Agreement Name of Lender Applicable Percentage Commitment Maximum Credit Amount 1 Citibank, N.A. 6.000000003.900 % 60,000,000.00 92,307,692.31 $62,400,000.00 2 Xxxxx Fargo Bank, National Association 8.89008427N.A. 4.450 % 86,678,321.68 133,351,264.12 $71,200,000.00 3 ABN AMRO Capital USA LLC 3.650 % $58,400,000.00 4 Bank of America, N.A. 3.650 % $58,400,000.00 5 Bank of Montreal 3.650 % $58,400,000.00 6 Barclays Bank PLC 3.650 % $58,400,000.00 7 Canadian Imperial Bank of Commerce, New York Branch 3.650 % $58,400,000.00 8 Credit Agricole Corporate and & Investment Bank 5.000000003.650 % 55,000,000.00 84,615,384.62 Royal $58,400,000.00 9 Credit Suisse AG 3.650 % $58,400,000.00 10 Deutsche Bank of Canada 5.00000000AG New York Branch 3.650 % 55,000,000.00 84,615,384.62 The $58,400,000.00 11 Fifth Third Bank of Nova Scotia 5.000000003.650 % 55,000,000.00 84,615,384.62 Barclays Bank PLC 5.00000000$58,400,000.00 12 ING Capital LLC 3.650 % 55,000,000.00 84,615,384.62 Bank of Montreal 5.00000000% 55,000,000.00 84,615,384.62 The Royal Bank of Scotland plc 5.00000000% 55,000,000.00 84,615,384.62 UBS Loan Finance LLC 5.64102564% 55,000,000.00 84,615,384.62 $58,400,000.00 13 JPMorgan Chase Bank, N.A. 5.000000003.650 % 55,000,000.00 84,615,384.62 Deutsche Bank Trust Company Americas 5.64102564% 55,000,000.00 84,615,384.62 Bank of America, N.A. 4.00000000% 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plc$58,400,000.00 14 Natixis, New York Branch 4.102564103.650 % 40,000,000.00 61,538,461.54 Natixis 4.10256410$58,400,000.00 15 PNC Bank National Association 3.650 % 40,000,000.00 61,538,461.54 $58,400,000.00 00 Xxxxx Xxxx xx Xxxxxx 3.650 % $58,400,000.00 17 Sumitomo Mitsui Banking Corporation 3.650 % $58,400,000.00 00 Xxx Xxxx xx Xxxx Xxxxxx 3.650 % $58,400,000.00 19 Citizens Bank, N.A. 3.650 % $58,400,000.00 20 U.S. Bank National Association 4.102564103.650 % 40,000,000.00 61,538,461.54 Associated Bank$58,400,000.00 21 UBS AG, N.A. 2.00000000Stamford Branch 3.650 % 26,664,335.66 41,022,054.87 $58,400,000.00 22 Branch Banking and Trust Company 2.734803662.750 % 26,664,335.66 41,022,054.87 $44,000,000.00 23 Capital One, National Association 2.750 % $44,000,000.00 24 Comerica Bank 2.750 % $44,000,000.00 00 Xxxxxxxxxxxx Xxxx xx Xxxxxxxxx 2.750 % $44,000,000.00 26 Xxxxxx Xxxxxxx Bank, N.A. 2.734803662.750 % 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366$44,000,000.00 27 Associated Bank, N.A. 2.150 % 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000$34,400,000.00 28 Amegy Bank National Association 1.800 % 26,664,335.66 41,022,054.87$28,800,000.00 29 Whitney Bank 1.800 % $28,800,000.00 30 The Huntington National Bank 1.400 % $22,400,000.00 31 SunTrust Bank 1.400 % $22,400,000.00 TOTAL 100.000 % $1,600,000,000.00

Entirety, Etc. This Amendment and all of the other Loan Documents embody the entire agreement between the parties. THIS AMENDMENT AGREEMENT, THE FIRST AMENDMENT, THE FORBEARANCE AGREEMENT, THE CREDIT AGREEMENT 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. [This space is The remainder of this page has been left intentionally blank. Signature pages followblank intentionally.] The parties hereto have caused this Agreement 4 EXECUTED to be duly executed effective as of the day and year date first above writtenset forth above. BORROWER: VANGUARD NATURAL XXXXXXXX RESOURCES AMERICA INC. By: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: CEO Amendment No. 2 to the Forbearance Agreement Signature Page GUARANTORS: ALBANY SERVICES L L C AMADEUS PETROLEUM INC. T-N-T ENGINEERING, INC. Each by: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: CEO EAGLEFORD GAS, LLC EAGLEFORD GAS 2, LLC EAGLEFORD GAS 3, LLC EAGLEFORD GAS 4, LLC EAGLEFORD GAS 5, LLC EAGLEFORD GAS 6, LLC EAGLEFORD GAS 7, LLC EAGLEFORD GAS 8, LLC EAGLEFORD GAS 10, LLC EAGLEFORD GAS 11, LLC XXXXXXXX OPERATING, LLC XXXXXXXX RESOURCES, INC. POPLAR ENERGY, LLC LA SALLE EAGLE FORD GATHERING LINE LLC XXXXXXXX BR DISPOSAL LLC Each by: /s/ Xxxxx X. Xxxxxxx III Name: Xxxxx X. Xxxxxxx III Title: CEO Amendment No. 2 to the Forbearance Agreement Signature Page ADMINISTRATIVE AGENT, ISSUING BANK: CITIBANK, N.A., By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Executive Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: CITIBANK, N.A. as Administrative Agent By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Vice President LENDERSSignature Page LENDER: CITIBANK, N.A. By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Senior Vice President LENDERSSignature Page LENDER: XXXXX FARGO BANK, N.A. ABN AMRO CAPITAL USA LLC By: /s/ Xxxxxxx X. Xxxxx Name: X. Xxxxx Title: By: /s/ X. Xxxx Name: Xxxxxxx X. Xxxx Title: Director LENDERSAmendment No. 2 to the Forbearance Agreement Signature Page LENDER: CREDIT AGRICOLE CORPORATE & INVESTMENT COMERICA BANK By: /s/ Xxx Byargean Xxxxx Xxxx Name: Xxx Byargean Xxxxx Xxxx Title: Managing Director Vice President Signature Page LENDER: BARCLAYS BANK PLC By: /s/ Xxxxxxx Xxxxx Sydney X. Xxxxxx Name: Xxxxxxx Xxxxx Sydney X. Xxxxxx Title: Managing Director LENDERSAmendment No. 2 to the Forbearance Agreement Signature Page LENDER: ROYAL BANK OF CANADA JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory LENDERSOfficer Amendment No. 2 to the Forbearance Agreement Signature Page LENDER: THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director LENDERS: BARCLAYS BANK PLC By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President LENDERS: BANK OF MONTREAL By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director LENDERS: THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory LENDERS: UBS LOAN FINANCE LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Associate Director By: /s/ Irga R. Otsa Name: Xxxx X. Xxxx Title: Associate Director LENDERS: JPMORGAN CHASE TRUIST BANK, N.A. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President LENDERS: BANK OF SCOTLAND PLC, NEW YORK BRANCH By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President LENDERS: NATIXIS as successor by merger to SunTrust Bank By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President LENDERSSignature Page LENDER: ASSOCIATED FIFTH THIRD BANK, N.A. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President LENDERS: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Vice President LENDERSAmendment No. 2 to the Forbearance Agreement Signature Page LENDER: CIBC INCIBERIABANK By: /s/ W. Xxxxx Xxxxxxx Name: W. Xxxxx Xxxxxxx Title: Market President-Energy Lending Amendment No. 2 to the Forbearance Agreement Signature Page LENDER: XXXXXXX XXXXXXX BANK By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Authorized Signatory LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director ANNEX I List of Maximum Credit Amounts as of Effective Date of Second Senior Vice President Amendment Name of Lender Applicable Percentage Commitment Maximum Credit Amount Citibank, N.A. 6.00000000% 60,000,000.00 92,307,692.31 Xxxxx Fargo Bank, National Association 8.89008427% 86,678,321.68 133,351,264.12 Credit Agricole Corporate and Investment Bank 5.00000000% 55,000,000.00 84,615,384.62 Royal Bank of Canada 5.00000000% 55,000,000.00 84,615,384.62 The Bank of Nova Scotia 5.00000000% 55,000,000.00 84,615,384.62 Barclays Bank PLC 5.00000000% 55,000,000.00 84,615,384.62 Bank of Montreal 5.00000000% 55,000,000.00 84,615,384.62 The Royal Bank of Scotland plc 5.00000000% 55,000,000.00 84,615,384.62 UBS Loan Finance LLC 5.64102564% 55,000,000.00 84,615,384.62 JPMorgan Chase Bank, N.A. 5.00000000% 55,000,000.00 84,615,384.62 Deutsche Bank Trust Company Americas 5.64102564% 55,000,000.00 84,615,384.62 Bank of America, N.A. 4.00000000% 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plc, New York Branch 4.10256410% 40,000,000.00 61,538,461.54 Natixis 4.10256410% 40,000,000.00 61,538,461.54 U.S. Bank National Association 4.10256410% 40,000,000.00 61,538,461.54 Associated Bank, N.A. 2.00000000% 26,664,335.66 41,022,054.87 Branch Banking and Trust Company 2.73480366% 26,664,335.66 41,022,054.87 Capital One, N.A. 2.73480366% 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366% 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000% 26,664,335.66 41,022,054.87No. 2 to the Forbearance Agreement Signature Page SCHEDULE 1 EXHIBIT A (Specified Defaults)

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. [This space is left intentionally blank. Signature pages follow.] The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: VANGUARD NATURAL GAS, LLC By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Executive Vice President and Chief Financial Officer FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-1 ADMINISTRATIVE AGENT: CITIBANK, N.A. as Administrative Agent By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Vice President LENDERS: CITIBANK, N.A. By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Vice President FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-2 LENDERS: XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx Xxxx Xxxxxx Name: Xxxxxxx Xxxx Xxxxxx Title: Director Vice President FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-3 LENDERS: CREDIT AGRICOLE CORPORATE & INVESTMENT BANK By: /s/ Xxx Byargean Xxxxxx X. Xxxxxx Name: Xxx Byargean Xxxxxx X. Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Managing Director FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-4 LENDERS: ROYAL BANK OF CANADA By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-5 LENDERS: THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-6 LENDERS: BARCLAYS BANK PLC By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-7 LENDERS: BANK OF MONTREAL By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-8 LENDERS: THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-9 LENDERS: UBS LOAN FINANCE LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Director By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Associate Director By: /s/ Irga R. Otsa Name: Xxxx X. Xxxx Title: Associate Director FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-10 LENDERS: JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxx Xxxxxx Xxxx Xxxx Name: Xxxxx Xxxxxx Xxxx Xxxx Title: Authorized Officer FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-11 LENDERS: DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-12 LENDERS: BANK OF AMERICA, N.A. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Xxxxxxxxx Title: Managing Director Vice President FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-13 LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Vice President FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-14 LENDERS: COMERICA BANK By: /s/ Xxxxxx Xxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxx Xxxxxxxx Title: Vice President FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-15 LENDERS: FIFTH THIRD BANK OF SCOTLAND PLC, NEW YORK BRANCH By: /s/ Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx Title: Senior Vice President FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-16 LENDERS: NATIXIS By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Managing Director FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-17 LENDERS: XXXXXX XXXXXXX BANK, N.A. By: /s/ Xxxxxxxx Xxxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxx Xxxxx Title: Director LENDERS: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President Authorized Signatory FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-18 LENDERS: ASSOCIATED BANK, N.A. By: /s/ Xxxxxx Xxxx Xxxxx Name: Xxxxxx Xxxx Xxxxx Title: Vice President LENDERS: BRANCH BANKING AVP FIFTH AMENDMENT TO THIRD AMENDED AND TRUST COMPANY By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Senior Vice President RESTATED CREDIT AGREEMENT – S-19 LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxxx Xxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxxx Xxxxx Xxxxx Title: Vice President Managing Director FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-20 LENDERS: CIBC INCCANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH. By: /s/ Xxxxxx Xxxxx Xxxxxxx Xxxx Name: Xxxxxx Xxxxx Xxxxxxx Xxxx Title: Authorized Signatory Director By: /s/ Xxxxxxxx X. Xxx Name: Xxxxxxxx X. Xxx Title: Authorized Signatory Executive Director FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-21 LENDERS: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxx Xxxx X. Xxxxxxxxx Name: Xxxxx Xxxx X. Xxxxxxxxx Title: Managing Director FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-22 LENDERS: WHITNEY BANK By: /s/ Liana Tchernysheva Name: Liana Tchernysheva Title: Senior Vice President FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-23 LENDERS: AMEGY BANK NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-24 LENDERS: BRANCH BANKING AND TRUST COMPANY By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Senior Vice President FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-25 LENDERS: CREDIT SUISSE AG, Cayman Islands Branch By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-26 LENDERS: PNC BANK NATIONAL ASSOCIATION By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director ANNEX I List of Maximum Credit Amounts Commitments as of Effective Date of Second Fifth Amendment Name of Lender Applicable Percentage Commitment Maximum Credit Amount Citibank, N.A. 6.000000005.154% 60,000,000.00 92,307,692.31 $67,000,000 Xxxxx Fargo Bank, National Association 8.89008427N.A. 6.565% 86,678,321.68 133,351,264.12 $85,344,809 Bank of America, N.A. 4.769% $62,000,000 Bank of Montreal 4.769% $62,000,000 Barclays Bank PLC 4.769% $62,000,000 Credit Agricole Corporate and & Investment Bank 5.000000004.769% 55,000,000.00 84,615,384.62 $62,000,000 Deutsche Bank Trust Company Americas 4.769% $62,000,000 JPMorgan Chase Bank, N.A. 4.769% $62,000,000 Royal Bank of Canada 5.000000004.769% 55,000,000.00 84,615,384.62 $62,000,000 The Bank of Nova Scotia 5.000000004.769% 55,000,000.00 84,615,384.62 Barclays Bank PLC 5.00000000% 55,000,000.00 84,615,384.62 Bank of Montreal 5.00000000% 55,000,000.00 84,615,384.62 $62,000,000 The Royal Bank of Scotland plc 5.000000004.769% 55,000,000.00 84,615,384.62 $62,000,000 U.S. Bank National Association 4.769% $62,000,000 UBS Loan Finance LLC 5.641025644.769% 55,000,000.00 84,615,384.62 JPMorgan Chase $62,000,000 Credit Suisse AG 4.385% $57,000,000 Comerica Bank 3.308% $43,000,000 Fifth Third Bank 3.308% $43,000,000 Xxxxxx Xxxxxxx Bank, N.A. 5.000000003.308% 55,000,000.00 84,615,384.62 Deutsche $43,000,000 Natixis 3.308% $43,000,000 Sumitomo Mitsui Banking Corporation 3.308% $43,000,000 Amegy Bank Trust Company Americas 5.64102564National Association 2.146% 55,000,000.00 84,615,384.62 $27,900,179 Associated Bank, N.A. 2.146% $27,900,179 Capital One, National Association 2.146% $27,900,179 Canadian Imperial Bank of America, N.A. 4.00000000% 40,000,000.00 61,538,461.54 Comerica Bank 4.00000000% 40,000,000.00 61,538,461.54 Bank of Scotland plcCommerce, New York Branch 4.102564102.146% 40,000,000.00 61,538,461.54 Natixis 4.10256410% 40,000,000.00 61,538,461.54 U.S. $27,900,179 PNC Bank National Association 4.102564102.146% 40,000,000.00 61,538,461.54 Associated Bank, N.A. 2.00000000$27,900,170 Whitney Bank 2.146% 26,664,335.66 41,022,054.87 $27,900,179 Branch Banking and Trust Company 2.734803662.020% 26,664,335.66 41,022,054.87 Capital One, N.A. 2.73480366$26,254,115 TOTAL 100% 26,664,335.66 41,022,054.87 CIBC Inc. 2.73480366% 26,664,335.66 41,022,054.87 Sumitomo Mitsui Banking Corporation 2.00000000% 26,664,335.66 41,022,054.87$1,300,000,000