VANGUARD NATURAL RESOURCES, LLC VNR FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 7.0% SENIOR SECURED SECOND LIEN NOTES DUE 2023 U.S. BANK NATIONAL ASSOCIATION as Trustee and Collateral Trustee INDENTURE Dated as of February 10, 2016Indenture • February 17th, 2016 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • New York
This INDENTURE is dated as of February 10, 2016 (this “Indenture”) among Vanguard Natural Resources, LLC, a Delaware limited liability company (the “Company”), VNR Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).
INTERCREDITOR AGREEMENT dated as of February 10, 2016 between Citibank, N.A., as Priority Lien Agent, and as Second Lien Collateral Agent And acknowledged and agreed to by the Issuers and Grantors on the signature pages heretoIntercreditor Agreement • February 17th, 2016 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • New York
THIS IS THE INTERCREDITOR AGREEMENT REFERRED TO IN (A) THE INDENTURE DATED AS OF FEBRUARY 10, 2016, AMONG VANGUARD NATURAL RESOURCES, LLC, CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY THERETO, VNR FINANCE CORP. AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, (B) THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 30, 2011 AS AMENDED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG VANGUARD NATURAL GAS, LLC, THE LENDERS PARTY THERETO FROM TIME TO TIME AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT, (C) THE OTHER NOTE DOCUMENTS REFERRED TO IN SUCH INDENTURE AND (D) THE OTHER LOAN DOCUMENTS REFERRED TO IN SUCH CREDIT AGREEMENT.
COLLATERAL TRUST AGREEMENTCollateral Trust Agreement • February 17th, 2016 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • New York
This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified form time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of February 10, 2016 and is by and among Vanguard Natural Gas, LLC (“Vanguard”), Vanguard Finance Corp., (collectively with Vanguard, the “Company”), the Grantors and Guarantors from time to time party hereto, U.S. Bank National Association, as Trustee (as defined below), U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”) and any Parity Lien Representative of a Series of Parity Lien Debt that executes and delivers a Collateral Trust Joinder.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • February 17th, 2016 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 16, 2016, is entered into by and among Vanguard Natural Resources, LLC, a Delaware limited liability company (the “Company”), VNR Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers” and individually an “Issuer”), the Guarantors, U.S. Bank National Association, as trustee (the “Trustee”) and U.S. Bank National Association, as collateral trustee (the “Collateral Trustee”) under the Indenture referred to below.
ContractIntercreditor Agreement • February 17th, 2016 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • New York
Reference is made to the Intercreditor Agreement, dated as of February 10, 2016, between CITIBANK, N.A., as Priority Lien Agent (as defined therein), and U.S. BANK NATIONAL ASSOCIATION, as Second Lien Collateral Agent (as defined therein) (the “Intercreditor Agreement”). Each Person that is secured hereunder, by accepting the benefits of the security provided hereby, (i) consents (or is deemed to consent), to the subordination of Liens provided for in the Intercreditor Agreement, (ii) agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the Second Lien Collateral Agent on behalf of such Person to enter into, and perform under, the Intercreditor Agreement and (iv) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Person.
ContractIntercreditor Agreement • February 17th, 2016 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • New York
Reference is made to the Intercreditor Agreement, dated as of February 10, 2016, between CITIBANK, N.A., as Priority Lien Agent (as defined therein), and U.S. BANK NATIONAL ASSOCIATION, as Second Lien Collateral Agent (as defined therein) (the “Intercreditor Agreement”). Each Person that is secured hereunder, by accepting the benefits of the security provided hereby, (i) consents (or is deemed to consent), to the subordination of Liens provided for in the Intercreditor Agreement, (ii) agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the Second Lien Collateral Agent on behalf of such Person to enter into, and perform under, the Intercreditor Agreement and (iv) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Person.
