Common use of Request for Consent Clause in Contracts

Request for Consent. The Borrower and the Parent have advised the Administrative Agent and the Lenders that the Parent has entered into that certain Purchase Agreement and Plan of Merger with Vanguard Natural Resources, LLC and the other Persons party thereto, dated as of April 20, 2015, in the form attached as Exhibit 2.1 to the Parent’s April 22, 2015 Form 8-K filed with the SEC (the “Merger Agreement”). The Borrower and the Parent have further advised the Administrative Agent and the Lenders that (i) in connection with the Merger Agreement, the Parent desires to declare a cash distribution in an aggregate amount not to exceed $1,800,000, to be paid to its transfer agent for the benefit of the holders of its Equity Interests no sooner than one Business Day after the Closing Date (as defined in the Merger Agreement) (the “Distribution Declaration”) and (ii) the Parent is prohibited from announcing the Distribution Declaration under Section 9.04 of the Credit Agreement. The Borrower and the Parent have requested that the Administrative Agent and the Lenders enter into this letter agreement (this “Letter Agreement”) to evidence the Lenders’ consent to the Parent announcing the Distribution Declaration on the terms and conditions set forth herein.

Request for Consent. The Borrower and the Parent have advised the Administrative Agent and the Lenders that the Parent has entered into that certain Purchase Agreement and Plan of Merger with Vanguard Natural Resources, LLC and the other Persons party thereto, dated as of April 20, 2015, in the form attached as Exhibit 2.1 to the Parent’s April 22, 2015 Form 8-K filed with the SEC (the “Merger Agreement”). The Borrower and the Parent have further advised the Administrative Agent and the Lenders that (i) in connection with the Merger Agreement, the Parent desires to declare a cash distribution in an aggregate amount not to exceed $1,800,0003,600,000, to be paid to its transfer agent for the benefit of the holders of its Equity Interests no sooner than one Business Day after the Closing Date (as defined in the Merger Agreement) (the “Distribution Declaration”) and (ii) the Parent is prohibited from announcing the Distribution Declaration under Section 9.04 of the Credit Agreement. The Borrower and the Parent have requested that the Administrative Agent and the Lenders enter into this letter agreement (this “Letter Agreement”) Agreement to evidence the Lenders’ consent to the Parent announcing the Distribution Declaration on the terms and conditions set forth herein.