DEBTORS’ MODIFIED SECOND AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

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INTRODUCTION

Vanguard Natural Resources, LLC and its debtor affiliates, as debtors and debtors in possession propose this joint plan of reorganization for the resolution of the outstanding claims against, and interests in, such Debtors pursuant to the Bankruptcy Code. Holders of Claims or Equity Interests should refer to the Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information, events during the Chapter 11 Cases, and projections of future operations, as well as a summary and description of the Plan and certain related matters. The Debtors are not currently proposing the substantive consolidation of their respective Estates; provided , that subject to satisfying the requirements for substantive consolidation pursuant to applicable law, the Plan may provide for the substantive consolidation of some or all of the Debtors, or be deemed to be a settlement under Bankruptcy Rule 9019 of issues related to the substantive consolidation of some or all of the Debtors, to the extent necessary for Confirmation. Absent such substantive consolidation or settlement of issues related to substantive consolidation, the classifications of Claims and Equity Interests set forth in Article III of this Plan shall be deemed to apply separately with respect to each Plan proposed by each Debtor, as applicable.

ALL HOLDERS OF CLAIMS OR EQUITY INTERESTS ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

Article I.
DEFINED TERMS, RULES OF INTERPRETATION,
COMPUTATION OF TIME, AND GOVERNING LAW

As used in the Plan, capitalized terms have the meanings set forth in the Introduction above or in the definitions below.

1.      “ 1145 Rights ” means the rights to subscribe to up to the 1145 Rights Offering Amount of 1145 Rights Offering Equity at a price per share to be determined based on a twenty-five percent (25%) discount to Plan Value.

2.      “ 1145 Rights Offering ” means the offering of the 1145 Rights, to be conducted in reliance upon the exemption from registration under the Securities Act provided in Section 1145 of the Bankruptcy Code, to 1145 Rights Offering Participants in accordance with the 1145 Rights Offerings Procedures.

3.      “ 1145 Rights Offering Amount ” means $10,176,081.

4.      “ 1145 Rights Offering Equity ” means New Common Stock issued pursuant to the 1145 Rights Offering and the Backstop Agreement.

5.      “ 1145 Rights Offering Participants ” means the Holders of Allowed Senior Notes Claims that have the right to participate in the 1145 Rights Offering as set forth in the 1145 Rights Offering Procedures.

6.      “ 1145 Rights Offering Procedures ” means those certain rights offering procedures with respect to the 1145 Rights Offering, which are attached to the Disclosure Statement.

7.      “ 2019 Senior Notes ” means those certain 8 3/8% Senior Notes due June 1, 2019, issued by Vanguard Operating, LLC (previously Eagle Rock Energy Partners, L.P. and Energy Rock Energy Finance Corp.) pursuant to the 2019 Senior Notes Indenture.

8.      “ 2019 Senior Notes Indenture ” means that certain Indenture, dated as of May 27, 2011, by and among Vanguard Operating, LLC (previously Eagle Rock Energy Partners, L.P. and Energy Rock Energy Finance Corp.), as issuer, and the 2019 Senior Notes Trustee, as may be amended, restated, or otherwise supplemented from time to time.

9.      “ 2019 Senior Notes Trustee ” means Wilmington Trust, N.A., as trustee under the 2019 Senior Notes Indenture.

10.      “ 2020 Senior Notes ” means those certain 7.875% senior notes due April 1, 2020, issued by VNR and VNR Finance pursuant to the 2020 Senior Notes Indenture.

11.      “ 2020 Senior Notes Indenture ” means that certain Indenture, dated as of April 4, 2012, by and among VNR and VNR Finance, as issuers, and the 2020 Senior Notes Trustee, as may be amended, restated, or otherwise supplemented from time to time.

12.      “ 2020 Senior Notes Trustee ” means UMB Bank, N.A., solely in its capacity as trustee under the 2020 Senior Notes Indenture.

13.      “ 4(a)(2) Backstop Commitment ” means the commitment of the Backstop Parties subject to the terms of the Backstop Agreement to purchase the 4(a)(2) Backstop Commitment Equity for an aggregate purchase price of $127,875,000.

14.      “ 4(a)(2) Backstop Commitment Equity ” means shares of New Common Stock issued to the Backstop Parties pursuant to the Backstop Agreement, in reliance upon the exemption from registration under the Securities Act provided in section 4(a)(2) of the Securities Act, on account of the 4(a)(2) Backstop Commitment, which shall include, without limitation, all shares purchased pursuant to the Backstop Agreement upon the failure, if any, of the 2L Investors to purchase all of the Common Units (each, as defined in the Backstop Agreement) in accordance with the Backstop Agreement.

15.      “ 503(b)(9) Claim ” means a Claim or any portion thereof entitled to administrative expense priority pursuant to section 503(b)(9) of the Bankruptcy Code.

16.      “ Accredited Investor Eligible Holder ” means those holders of Allowed Senior Notes Claims that have the right to participate in the Accredited Investor Rights Offering as

provided in the Accredited Investor Rights Offering Procedures and the corresponding subscription form.

17.      “ Accredited Investor Rights ” means the rights to subscribe to up to the Accredited Investor Rights Offering Amount of Accredited Investor Rights Offering Equity at a price per share to be determined based on a twenty-five percent (25%) discount to Plan Value.

18.      “ Accredited Investor Rights Offering ” means the offering of the Accredited Investor Rights, to be conducted in reliance upon the exemption from registration under the Securities Act provided in section 4(a)(2) of the Securities Act, to the Accredited Investor Rights Offering Participants in accordance with the Accredited Investor Rights Offerings Procedures.

19.      “ Accredited Investor Rights Offering Amount ” means $117,698,919.

20.      “ Accredited Investor Rights Offering Equity ” means New Common Stock issued pursuant to the Accredited Investor Rights Offering and the Backstop Agreement.

21.      “ Accredited Investor Rights Offering Participants ” means the Holders of Allowed Senior Notes Claims that have the right to participate in the Accredited Investor Rights Offering as set forth in the Accredited Investor Rights Offering Procedures.

22.      “ Accredited Investor Rights Offering Procedures ” means those certain rights offering procedures with respect to the Accredited Investor Rights Offering, which are attached to the Disclosure Statement.

23.      “ Ad Hoc Equity Committee ” means those certain unaffiliated holders of VNR Preferred Units and VNR Common Units that are represented by Gardere Wynne Sewell LLP or Munger, Tolles & Olsen, LLP, as the case may be.

24.      “ Adequate Protection Claims ” means the First Lien Adequate Protection Claims and the Second Lien Adequate Protection Claims.

25.      “ Administrative Agent ” means Citibank, N.A., as administrative agent under the Credit Agreement.

26.      “ Administrative Claim ” means a Claim for costs and expenses of administration of the Estates under sections 503(b) (including 503(b)(9) Claims), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred after the Petition Date through the Effective Date of preserving the Estates and operating the businesses of the Debtors; (b) Allowed Professional Fee Claims; and (c) all fees and charges assessed against the Estates under chapter 123 of title 28 of the United States Code, 28 U.S.C. §§ 1911–1930.

27.      “ Administrative Claims Bar Date ” means the deadline for filing requests for payment of Administrative Claims other than those that accrued in the ordinary course of the Debtors’ business, which such deadline: (a) with respect to General Administrative Claims, shall be 30 days after the Effective Date; and (b) with respect to Professional Fee Claims, shall be 60 days after the Effective Date.

28.      “ Affiliate ” has the meaning set forth in section 101(2) of the Bankruptcy Code.

29.      “ Allowed ” means with respect to any Claim (including any Administrative claim), or Equity Interest, except as otherwise provided herein: (a) a Claim or Equity Interest in a liquidated amount as to which no objection has been filed prior to the Claims Objection Deadline (or which has been deemed Allowed by the Reorganized Debtors’ reasonable good faith judgment prior to the Claims Objection Deadline) and that is evidenced by a Proof of Claim, or, if an Administrative Claim, request for payment, as applicable, that has been timely filed by the applicable Bar Date or that is not required to be evidenced by a filed Proof of Claim or request for payment, as applicable, under the Plan, the Bankruptcy Code, or a Final Order; (b) a Claim or Equity Interest that has been listed by a Debtor in its Schedules (as such Schedules may be amended by the Debtors or the Reorganized Debtors from time to time in accordance with Bankruptcy Rule 1009) as liquidated in amount and not disputed, contingent, or unliquidated, and as for which no Proof of Claim has been timely filed in an unliquidated or a different amount; (c) any Claim expressly allowed by a Final Order or under the Plan; or (d) any Claim that is compromised, settled or otherwise resolved pursuant to a Final Order of the Bankruptcy Court; provided , however , that with respect to a Claim or Equity Interest described in clauses (a) and (b) above, such Claim or Equity Interest shall be considered Allowed only if and to the extent that with respect to such Claim or Equity Interest no objection to the allowance thereof has been or, in the Debtors’ or Reorganized Debtors’ reasonable good faith judgment, may be interposed within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Court, or such an objection is so interposed and the Claim or Equity Interest, as applicable, shall have been Allowed by a Final Order; provided , further , that Claims temporarily allowed solely for the purpose of voting to accept or reject the Plan pursuant to an order of the Bankruptcy Court shall not be considered Allowed Claims; provided , further , that any Claim that is disallowed or disputed shall not be Allowed; provided , further , that an Allowed Claim shall not include any Claim subject to disallowance in accordance with section 502(d) of the Bankruptcy Code or any order of the Bankruptcy Court. Unless otherwise specified in the Plan or by order of the Bankruptcy Court, an Allowed Claim shall not, for any purpose under the Plan, include interest, costs, fees, or charges on such Claim from and after the Petition Date. Except for any Claim that is expressly Allowed herein, any Claim that has been or is hereafter listed in the Schedules as contingent, unliquidated, or disputed, and for which no Proof of Claim has been filed, is not considered an Allowed Claim and shall be deemed expunged and disallowed upon entry of the Confirmation Order without further action by the Debtors and without further notice to any party or action, approval, or order of the Bankruptcy Court. For the avoidance of doubt, a Proof of Claim filed after the applicable Bar Date shall not be Allowed for any purpose whatsoever absent entry of a Final Order allowing such late-filed Claim. “Allow” and “Allowing” shall have correlative meanings.

30.      “ Assumed Executory Contract and Unexpired Lease List ” means the list, as determined by the Debtors or the Reorganized Debtors, as applicable, of Executory Contracts and Unexpired Leases (with proposed cure amounts) that will be assumed by the Reorganized Debtors, which list shall be included in the Plan Supplement.

31.      “ Assumed Executory Contracts and Unexpired Leases ” means those Executory Contracts and Unexpired Leases to be assumed by the applicable Reorganized Debtors, as set forth on the Assumed Executory Contract and Unexpired Lease List.

32.      “ Backstop Agreement ” means that certain Backstop Commitment and Equity Investment Agreement, dated as of February 24, 2017, by and among the Debtors and the Backstop Parties, and annexed as Exhibit B to the Debtors’ Motion, Pursuant to Bankruptcy Code Sections 105(a) and 363(b) and Bankruptcy Rules 2002 and 6004, for Authority to (A) Enter Into Backstop Agreement and Equity Commitment Agreement and (B) Pay Fees and Expenses Thereunder , [Docket No. 214], as the same may be amended, restated, or supplemented from time to time in accordance with its terms, which shall be attached to the Disclosure Statement.

33.      “ Backstop Agreement Order ” means the Order Authorizing Debtors to (A) Enter into Backstop Commitment Agreement and Equity Commitment Agreement and (B) Pay Fees and Expenses Thereunder , [Docket No. 424].

34.      “ Backstop Parties ” means those parties that agree to backstop the Rights Offering pursuant to the Backstop Agreement and/or the Term Loan Purchase pursuant to the Backstop Agreement, each in its respective capacity as such.

35.      “ Backstop Premium ” means a number of shares of fully diluted New Common Stock equal to six percent (6%) of the Rights Offering Equity and distributable to the Senior Commitment Parties under the Backstop Agreement Order.

36.      “Ballot” means the form or forms distributions to certain Holders of Claims or Equity Interests entitled to vote on the Plan by which such parties may indicate acceptance or rejection of the Plan.

37.      “ Bankruptcy Code ” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended from time to time.

38.      “ Bankruptcy Court ” means the United States Bankruptcy Court for the Southern District of Texas or any other court having jurisdiction over the Chapter 11 Cases, including, to the extent of the withdrawal of any reference under 28 U.S.C. § 157, the United States District Court for the Southern District of Texas.

39.      “ Bankruptcy Rules ” means the Federal Rules of Bankruptcy Procedure promulgated under section 2075 of the Judicial Code and the general, local, and chambers rules of the Bankruptcy Court.

40.      “ Bar Date ” means, as applicable: (a) April 30, 2017 for Persons, other than Governmental Units pursuant to the Order Granting Complex Chapter Bankruptcy Case Treatment and Order Setting Bar Date for Filing Proofs of Claim [Docket No. 56]; (b) July 31, 2017 for Governmental Units; (c) with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, the date that is 30 days after the later of: (i) the date of entry of

an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection; and (ii) the effective date of such rejection; (d) the Administrative Claims Bar Date; and (e) any other date(s) fixed by order(s) of the Bankruptcy Court by which any Persons, including Governmental Units, asserting a Claim against any Debtor must have filed a Proof of Claim or Request for payment, as applicable, against such Debtor or be forever barred from asserting such Claim.

41.      “ Business Day ” means any day, other than a Saturday, Sunday, or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).

42.      “ Cash ” means the legal tender of the U.S. and equivalents thereof, including bank deposits, checks, and other similar items.

43.      “ Cash Management Order ” means the Interim Order (I) Authorizing Continued Use of Existing Bank Accounts, Business Forms, and Cash Management System, (II) Addressing Requirements of Sections 345 of the Bankruptcy Code, and (III) Authorizing Continuation of Intercompany Transfers [Docket No. 57], as may be amended.

44.      “ Causes of Action ” means any claims, interests, Equity Interests, damages, remedies, causes of action, controversy, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, judgment, privileges, licenses, liens, indemnities, guaranties, and franchises of a Debtor or its Estate of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or pursuant to any other theory of law. Causes of Action also include: (a) all rights of setoff, counterclaim, cross claim, reduction, subordination, or recoupment and claims under contracts or for breaches of duties imposed by law or regulation of a Debtor or its Estate; (b) the right of a Debtor or its Estate to object to or otherwise contest Claims or Equity Interests; (c) claims of a Debtor or its Estate pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; (d) such claims and defenses of a Debtor or its Estate as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any state or foreign law fraudulent transfer or similar claim of a Debtor or its Estate.

45.      “ Chapter 11 Cases ” means, collectively: (a) when used with reference to a particular Debtor, the case pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court; and (b) when used with reference to all the Debtors, the procedurally consolidated and jointly administered chapter 11 cases pending for the Debtors in the Bankruptcy Court.

46.      “ Claim ” means any right to payment from a Debtor or from property of a Debtor or from an Estate, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, known or unknown, or asserted; or any right to an equitable remedy for breach of performance by a Debtor, whether or not such right to an equitable remedy is reduced to

judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured; or any right to setoff or recoupment from a Debtor or from property of a Debtor or from an Estate.

47.      “ Claims and Noticing Agent ” means Prime Clerk LLC, retained as the Debtors’ notice and claims agent pursuant to the Order Authorizing Appointment of Prime Clerk LLC as Claims, Noticing, and Solicitation Agent, Effective Nunc Pro Tunc to the Petition Date [Docket No. 15].

48.      “ Claims Objection Deadline ” means the later of: (a) the date that is 180 days after the Effective Date; and (b) such other date as may be fixed by the Bankruptcy Court, after notice and hearing, upon a motion filed before the expiration of the deadline to object to Claims or Equity Interests.

49.      “ Claims Register ” means the official register of Claims maintained by the Claims and Noticing Agent.

50.      “ Class ” means a category of Claims or Equity Interests as set forth in Article III of the Plan.

51.      “ CM/ECF ” means the Bankruptcy Court’s Case Management and Electronic Case filing system.

52.      “ Confirmation ” means the entry of the Confirmation Order on the docket of the Chapter 11 Cases.

53.      “ Confirmation Date ” means the date upon which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases, within the meaning of Bankruptcy Rules 5003 and 9021.

54.      “ Confirmation Hearing ” means the hearing held by the Bankruptcy Court to consider Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code.

55.      “ Confirmation Order ” means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

56.      “ Consenting Creditors ” means, collectively, (a) the Consenting Lenders, (b) the Consenting Second Lien Noteholders, and (c) the Consenting Senior Noteholders.

57.      “ Consenting Lenders ” means those certain Holders of Lender Claims that are or become parties to the RSA from time to time (including any party having the ability to direct or control such claims).

58.      “ Consenting Second Lien Noteholders ” means those certain Holders of Second Lien Notes that are or become parties to the RSA from time to time (including any party having the ability to direct or control such notes).

59.      “ Consenting Senior Noteholders ” means those certain Holders of Senior Notes that are or become parties to the RSA from time to time (including any party having the ability to direct or control such notes).

60.      “ Consummation ” means the occurrence of the Effective Date.

61.      “ Credit Agreement ” means that certain Third Amended and Restated Credit Agreement, dated as of September 30, 2011, by and among Vanguard Natural Gas, LLC, as borrower, the Administrative Agent, and the lenders and agents party thereto, as may be amended, modified, or otherwise supplemented from time to time, and all other Loan Documents (as defined therein).

62.      “ Creditors’ Committee ” means the official committee of unsecured creditors appointed in the Chapter 11 Cases pursuant to section 1102(a) of the Bankruptcy Code.

63.      “ Cure Claim ” means a Claim (unless waived or modified by the applicable counterparty) based upon the Debtors’ defaults on an Executory Contract or Unexpired Lease at the time such Executory Contract or Unexpired Lease is assumed by the Debtors pursuant to section 365 of the Bankruptcy Code, other than with respect to a default that is not required to be cured under section 365(b)(2) of the Bankruptcy Code.

64.      “ D&O Liability Insurance Policies ” means all insurance policies (including any “tail policy”) of any of the Debtors for current or former directors,’ managers,’ and officers’ liability.

65.      “ Debtors ” means, collectively: (a) Vanguard Natural Resources, LLC; (b) Eagle Rock Acquisition Partnership, L.P.; (c) Eagle Rock Acquisition Partnership II, L.P.; (d) Eagle Rock Energy Acquisition Co., Inc.; (e) Eagle Rock Energy Acquisition Co. II, Inc.; (f) Eagle Rock Upstream Development Company, Inc.; (g) Eagle Rock Upstream Development Company II, Inc.; (h) Encore Clear Fork Pipeline LLC; (i) Escambia Asset Co. LLC; (j) Escambia Operating Co. LLC; (k) Vanguard Natural Gas, LLC; (l) Vanguard Operating, LLC; (m) VNR Finance Corp.; and (n) VNR Holdings, LLC.

66.      “ DIP Agent ” means Citibank, N.A., solely in its capacity as administrative agent under the DIP Facility.

67.      “ DIP Facility ” means, the senior secured debtor-in-possession revolving credit facility provided to the Debtors pursuant to: (a) that Debtor-In-Possession Credit Agreement between Vanguard Natural Gas, LLC, the DIP Agent, the DIP Issuing Bank, and the DIP Lenders, dated as of February 6, 2017; (b) all amendments thereto and extensions thereof; and (c) all Loan Documents (as defined therein) and all other security, guaranty and other documents and agreements related to the documents identified in (a) and (b).

68.      “ DIP Facility Claim ” means a Claim arising under the DIP Facility.

69.      “ DIP Issuing Bank ” means Citibank N.A., in its capacity as Issuing Bank under and as defined in the DIP Facility.

70.      “ DIP Lenders ” means the Lenders under and as defined in the DIP Facility from time to time party thereto.

71.      “ DIP Orders ” means, collectively, the Interim DIP Order and any interim or final order authorizing the Debtors to obtain postpetition financing or use cash collateral.

72.      “ Disbursing Agent ” means Reorganized VNR Finance and Reorganized VNR and any other Entity or Entities selected by the Debtors or the Reorganized Debtors, as applicable, to make or facilitate distributions that are to be made on or after the Initial Distribution Date pursuant to the Plan.

73.      “ Disclosure Statement ” means the Disclosure Statement Relating to the Second Amended Joint Plan of Reorganization of Vanguard Natural Resources, LLC, et al., Pursuant to Chapter 11 of the Bankruptcy Code , dated May 31, 2017 [Docket No. 842], as may be amended, including all exhibits and schedules thereto, as approved pursuant to the Disclosure Statement Order.

74.      “ Disclosure Statement Order ” means the Order: (I) Approving Debtors’ Disclosure Statement for Second Amended Joint Plan of Reorganization; (II) Establishing Voting Record Date; (III) Approving Solicitation Packages and Distribution Procedures; (IV) Approving Forms of Ballot and Establishing Procedures for Voting on Joint Plan of Reorganization; (V) Approving Forms of Notice to Non-Voting Classes under Plan; (VI) Establishing Voting Deadline to Accept or Reject Plan; (VII) Approving Procedures for Vote Tabulations; (VIII) Approving Rights Offering Procedures and Related Materials; and (IX) Establishing Confirmation Hearing Date and Notice and Objection Procedures In Respect Thereof [Docket No. 879], as may be amended.

75.      “ Disputed ” means with regard to any Claim or Equity Interest, a Claim or Equity Interest that is not yet Allowed.

76.      “ Distribution Date ” means, as applicable, the Initial Distribution Date, the Interim Distribution Date, or the Final Distribution Date.

77.      “ Distribution Record Date ” means, other than with respect to any publicly held securities (including, without limitation, Second Lien Notes Claims, Senior Notes Claims, VNR Preferred Units, and VNR Common Units) the record date for purposes of making distributions under the Plan on account of Allowed Claims and Equity Interests, which date shall be the date that is five (5) Business Days after the Confirmation Date or such other date as designated in a Final Order of the Bankruptcy Court.

78.      “ DTC ” means the Depository Trust Company.

79.      “ Effective Date ” means, with respect to the Plan and any such applicable Debtor(s), the date that is the first Business Day upon which: (a) no stay of the Confirmation Order is in effect; (b) with respect to the Debtors, all conditions precedent specified in Article IX.A and Article IX.B have been satisfied or waived (in accordance with Article IX.C); and (c) the Plan is declared effective with respect to such applicable Debtor(s).

80.      “ Encana ” means Encana Oil & Gas (USA) Inc.

81.      “ Encana Claim ” means any Claim asserted by Encana or any assertion of a property or similar interest by Encana in property of a Debtor’s Estate.

82.      “ Encana Settlement ” means the agreement between the Debtors and Encana settling all Claims asserted by Encana and all Causes of Action asserted by the Debtors against Encana in the Chapter 11 Cases as set forth in the Encana Term Sheet.

83.      “ Encana Term Sheet ” means that certain term sheet, dated as of July 11, 2017, which appears at Docket No. 1042-2 setting forth the principal terms of the Encana Settlement. The Encana Term Sheet is attached to this Plan as Exhibit A and the terms thereof are incorporated into this Plan for all purposes. The Encana Term Sheet was approved by order of the Bankruptcy Court dated July 12, 2017 [Docket No. 1052].

84.      “ Entity ” has the meaning set forth in section 101(15) of the Bankruptcy Code.

85.      “ Equity Interest ” means any share of capital stock or other ownership interest or any other equity security (as defined in section 101(16) of the Bankruptcy Code) in any Debtor, whether or not transferable, including all issued, unissued, authorized or outstanding shares of stock, and any option, call, warrant, or right (contractual or otherwise) to purchase, sell, or subscribe for an ownership interest or other equity security in any Debtor, and any other rights, options, warrants, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable or exchangeable securities or other agreements, arrangements or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in any Entity, including any Claim against the Debtors that is subject to subordination pursuant to section 510(b) of the Bankruptcy Code arising from or related to any of the foregoing.

86.      “ Equity Committee Stipulation ” means the Stipulation and Agreed Order By and Among Debtors and Certain Equity Holders Resolving Requests for the Appointment of an Official Committee of Equity Holders entered by the Bankruptcy Court on March 16, 2016 [Docket No. 356].

87.      “ Estate ” means, as to each Debtor, the estate created for the Debtor in its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code.

88.      “ Exchange Act ” means Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

89.      “ Exculpated Parties ” means, collectively, and in each case in its capacity as such: (a) each of the Debtors and the Reorganized Debtors; (b) the Disbursing Agent; (c) the Consenting Creditors; (d) the DIP Agent; (e) the DIP Lenders; (f) the Lenders; (g) each Issuing Bank; (h) each DIP Issuing Bank; (i) each Swap Lender (as defined in the Credit Agreement); (j) each Treasury Management Bank (as defined in the Credit Agreement); (k) the Indenture Trustees; (l) the Backstop Parties; (m) the Administrative Agent; (n) the Creditors’ Committee and its members (solely in their capacity as such); (o) the Ad Hoc Equity Committee and its members (solely in their capacity as such); and (p) with respect to each of the foregoing identified in subsections (a) through (o) herein, each of such entities’ respective shareholders, equityholders (regardless of whether such interests are held directly or indirectly) (other than with respect to an equity holder of a Debtor), predecessors, successors, assigns, affiliates, subsidiaries, members, principals, managers, current and former officers, current and former directors, employees, managers, managing members, advisory board members, partners, agents and subagents, attorneys, accountants, financial advisors, investment bankers, restructuring advisors, professionals, consultants, advisors, designees and representatives, each in their capacities as such.

90.      “ Executory Contract ” means a contract to which one or more of the Debtors is a party and that is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy Code.

91.      “ Existing VNR Equity Interest ” means any Equity Interest in VNR outstanding immediately prior to the Effective Date.

92.      “ Existing Second Lien Notes Documents ” means, collectively, (a) the Second Lien Notes Indenture, (b) the Second Lien Notes, and (c) the other Note Documents (as defined in the Second Lien Notes Indenture) and all other agreements, documents, and instruments delivered or entered into in connection therewith (including any collateral agreement, mortgage, guarantee agreement and intercreditor agreement).

93.      “ Exit Facility ” means, collectively, the Exit Revolving Facility and the Exit Term A Facility.

94.      “ Exit Facility Agent ” means the administrative agent under the Exit Facility.

95.      “ Exit Facility Credit Agreement ” means the Credit Agreement as amended and restated in connection with the consummation of the Plan on the Effective Date, which shall be included in the Plan Supplement.

96.      “ Exit Facility Documents ” means, in connection with the Exit Facility, the Exit Facility Credit Agreement, the other Loan Documents (as defined in the Exit Facility Credit Agreement), all other collateral documents, Uniform Commercial Code filings, and other loan documents executed and delivered in connection with the Exit Facility, to be dated as of the Effective Date, in each case, governing the Exit Facility.

97.      “ Exit Facility Term Sheet ” means that certain term sheet setting forth the principal terms of the Exit Facility, which is attached to the Disclosure Statement.

98.      “ Exit Revolving Facility ” means that certain senior, secured, first-lien “first-out” reserve-based revolving credit facility arising under the Exit Facility Credit Agreement and having terms consistent with the Exit Facility Term Sheet and on such other terms as set forth in the Exit Facility Credit Agreement and the other Exit Facility Documents.

99.      “ Exit Revolving Loans ” means the “first-out” revolving loans arising under the Exit Revolving Facility in an aggregate principal amount equal to the lesser of (x) the initial borrowing base equal to $850,000,000 and (y) $850,000,000 multiplied by the Option 1 Participation Percentage, subject to the terms and conditions set forth in the Exit Facility Documents.

100.      “ Exit Term A Facility ” means that certain “last-out” senior, secured, first-lien term loan facility arising under the Exit Facility Credit Agreement and having terms consistent with the Exit Facility Term Sheet and on such other terms as set forth in the Exit Facility Credit Agreement and the other Exit Facility Documents.

101.      “ Exit Term A Loans ” means the “last-out” first lien term loans arising under the Exit Term A Facility, with an aggregate original principal amount equal to $125,000,000 multiplied by the Option 1 Participation Percentage, on the terms and conditions set forth in the Exit Facility Documents.

102.      “ Exit Term B Credit Agreement ” means the credit agreement in respect of the Exit Term B Loans.

103.      “ Exit Term B Documents ” means the Exit Term B Credit Agreement, collateral documents, Uniform Commercial Code statements, and other loan documents, to be dated as of the Effective Date, governing the Exit Term B Loans (if any).

104.      “ Exit Term B Facility ” means the Exit Term B Loans, on such terms as set forth in the Exit Term B Documents.

105.      “ Exit Term B Loans ” means the term loan on the terms and conditions set forth in the Exit Term B Documents.

106.      “ Federal Judgment Rate ” means the federal judgment rate in effect as of the Petition Date, compounded annually.

107.      “ Final Distribution Date ” means a date after (a) the deadline for the Reorganized Debtors to interpose objections to Claims or Equity Interests has passed, (b) all such objections have been resolved by signed agreement with the Debtors or the Reorganized Debtors and/or a Final Order, as may be applicable, and (c) all Claims or Equity Interests that are Disputed Claims or Disputed Equity Interests have been estimated; provided that the Final Distribution Date shall

be no later than thirty (30) days after the conclusion of all of (a), (b), and (c), or such later date as the Bankruptcy Court may establish, upon request by the Reorganized Debtors, for cause shown.

108.      “ Final Order ” means an order or judgment of a court of competent jurisdiction that has been entered on the docket maintained by the clerk of such court and has not been reversed, vacated or stayed and as to which (a) the time to appeal, petition for certiorari or move for a new trial, reargument, or rehearing has expired and as to which no appeal, petition for certiorari or other proceedings for a new trial, reargument, or rehearing shall then be pending or, (b) if an appeal, writ of certiorari , new trial, reargument, or rehearing thereof has been sought, (i) such order or judgment shall have been affirmed by the highest court to which such order was appealed, certiorari shall have been denied or a new trial, reargument, or rehearing shall have been denied or resulted in no modification of such order and (ii) the time to take any further appeal, petition for certiorari, or move for a new trial, reargument, or rehearing shall have expired; provided , however , that the possibility that a motion under section 502(j) of the Bankruptcy Code, Bankruptcy Rule 9024, or any applicable analogous rule, may be (but has not been) filed relating to such order shall not prevent such order from being a Final Order.

109.      “ First Lien Adequate Protection Claims ” means the First Lien Superpriority Claims as defined in the DIP Orders.

110.      “ General Administrative Claim ” means any Administrative Claim, other than a Professional Fee Claim or an Adequate Protection Claim.

111.      “ General Unsecured Claims ” means, collectively, any Unsecured Claim and does not include any Administrative Claims, DIP Facility Claims, Professional Fee Claims, Priority Tax Claims, Other Secured Claims, Other Priority Claims, Lender Claims, Second Lien Notes Claims, Senior Notes Claims, Trade Claims, Intercompany Claims, Encana Claims, a claim under section 510(b) of the Bankruptcy Code, or a claim that may be asserted relating to any Equity Interest.

112.      “ Glasscock Sale ” means the sale of certain of Vanguard Operating, LLC’s oil and gas assets in Glasscock County, Texas, to OXY USA Inc. in accordance with the purchase and sale agreement approved by the Bankruptcy Court by the order dated May 19, 2017 [Docket No. 761].

113.      “ Glasscock Sale Proceeds ” means the net Cash proceeds of the Glasscock Sale, which shall not be less than $75,000,000.

114.      “ Governmental Unit ” has the meaning set forth in section 101(27) of the Bankruptcy Code.

115.      “ GUC Cash Pool ” means Cash in an amount not to exceed $3,750,000.

116.      “ GUC Eligible Holder ” means those holders of Allowed General Unsecured Claims that have the right to participate in the GUC Rights Offering as provided in the GUC Rights Offering Procedures and the corresponding subscription form.

117.      “ GUC Equity Pool ” means, in the aggregate, a number of shares of New Common Stock (subject to dilution by (a) the New Common Stock issuable upon exercise of the New Warrants; (b) the New Management Incentive Plan; and (c) the GUC Rights Offering Equity) equal to (x) 0.00000000628571% multiplied by (y) the total amount of Allowed General Unsecured Claims multiplied by (z) the number of shares of New Common Stock as of the Effective Date; provided that in no event shall the GUC Equity Pool exceed 0.22% of New Common Stock as of the Effective Date (such amount to be reduced, pro rata, for the proportion of General Unsecured Claims for which an election to participate in the GUC Cash Pool was made).

118.      “ GUC Rights ” means the rights to subscribe to GUC Rights Offering Equity in an amount up to the GUC Rights Offering Amount at a price per share to be determined based on a twenty-five percent (25%) discount to Plan Value.

119.      “ GUC Rights Offering ” means the offering of the GUC Rights, to be conducted in reliance upon the exemption from registration under the Securities Act provided in section 4(a)(2) of the Securities Act, to GUC Rights Offering Participants in accordance with the GUC Rights Offerings Procedures.

120.      “ GUC Rights Offering Amount ” means an amount equal to 21.86% of the total amount of all Allowed General Unsecured Claims; provided that in no event shall the GUC Rights Offering Amount exceed, with respect to Holders of Allowed General Unsecured Claims, $7,651,000 (such amount to be reduced, pro rata, for the proportion of General Unsecured Claims for which an election to participate in the GUC Cash Pool was made).

121.      “ GUC Rights Offering Equity ” means New Common Stock issued pursuant to the GUC Rights Offering.

122.      “ GUC Rights Offering Participants ” means the Holders of Allowed General Unsecured Claims that have the right to participate in the GUC Rights Offering as set forth in the GUC Rights Offering Procedures.

123.      “ GUC Rights Offering Procedures ” means those certain rights offering procedures with respect to the GUC Rights Offering, which are attached to the Disclosure Statement.

124.      “ Holder ” means an Entity holding a Claim or an Equity Interest, as applicable.

125.      “ Impaired ” means, with respect to a Class of Claims or Equity Interests, a Class of Claims or Equity Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.

126.      “ Indemnification Obligations ” means each of the Debtors’ indemnification obligations, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current

and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

127.      “ Indenture Trustee Charging Liens ” means any Lien or other priority in payment arising prior to the Effective Date to which an Indenture Trustee is entitled, pursuant to the applicable Notes Indenture, against distributions to be made to the Holders of the Notes for payment of the Indenture Trustee Fees and Expenses.

128.      “ Indenture Trustee Fees and Expenses ” means the compensation, fees, expenses, disbursements and indemnity claims of the Indenture Trustees, including without limitation, any fees, expenses and disbursements of attorneys, advisors or agents retained or utilized by the Indenture Trustees, whether prior to or after the Petition Date and whether prior to or after the Effective Date.

129.      “ Indenture Trustees ” means, collectively, (a) the 2019 Senior Notes Trustee, (b) the 2020 Senior Notes Trustee, and (c) the Second Lien Notes Trustee.

130.      “ Initial Distribution Date ” means the date on which the Disbursing Agent shall make initial distributions to Holders of Allowed Claims or Equity Interests pursuant to the Plan, which shall be a date selected by the Reorganized Debtors that is on or as soon as reasonably practicable after the Effective Date.

131.      “ Interim Distribution Date ” means the date that is no later than 180 calendar days after the Initial Distribution Date or the most recent Interim Distribution Date thereafter, which shall be the date on which interim distributions under the Plan are made, with such periodic Interim Distribution Dates occurring until the Final Distribution Date has occurred, it being understood that the Reorganized Debtors may increase the frequency of Interim Distribution Dates in their sole discretion as circumstances warrant.

132.      “ Insurance Policies ” means any insurance policies, insurance settlement agreements, coverage-in-place agreements, or other agreements relating to the provision of insurance entered into by or issued to or for the benefit of any of the Debtors or their predecessors.

133.      “ Intercompany Claim ” means any Claim held by any Debtor against a Debtor.

134.      “ Intercompany Interest ” means any Equity Interest in a Debtor other than VNR.

135.      “ Intercreditor Agreement ” means that certain Intercreditor Agreement, dated as of February 10, 2016, by and between the Administrative Agent and the Second Lien Notes Trustee, as may be amended, modified, or otherwise supplemented from time to time.

136.      “ Interim Compensation Order ” means the Order Establishing Procedures for Interim Compensation and Expense Reimbursement of Professionals [Docket No. 280].

137.      “ Interim DIP Order ” means the Interim Order Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364, and 507, Bankruptcy Rules 2002, 4001, and 9014, and Local Bankruptcy Rules

2002-1, 4001-1(b), 4002-1(i), and 9013-1 (I) Authorizing the Debtors to (A) Obtain Postpetition Senior Secured Superpriority Financing and (B) Use Cash Collateral, (II) Granting Adequate Protection to Prepetition Secured Parties, (III) Modifying the Automatic Stay, (IV) Scheduling a Final Hearing, and (V) Granting Related Relief [Docket No. 63], as may be amended.

138.      “ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended.

139.      “ IRS ” means the Internal Revenue Service.

140.      “ Judicial Code ” means title 28 of the United States Code, 28 U.S.C. §§ 1–4001.

141.      “ Lender ” means any secured party under the Credit Agreement or Loan Documents (as defined in the Credit Agreement).

142.      “ Lender Claims ” means any Claim against the Debtors derived from or based on the Credit Agreement, including the First Lien Adequate Protection Claims.

143.      “ Lender Paydown ” means the product of (a) $305,195,000 in Cash minus the amount of any Glasscock Sale Proceeds paid to the Holders of Lender Claims on account thereof on or prior to the Effective Date (such $305,195,000, as the same may be so reduced, the “ Net Cash Payment ”); multiplied by (b) the Option 1 Participation Percentage minus (c) the amount of $31,250,000 in Cash actually received by the Administrative Agent for the Exit Term A Loans for the purchase of $31,250,000 in principal amount of Exit Term A Loans on the Effective Date, which $31,250,000 shall be retained by the Lenders that have elected Option 1.

144.      “ Lien ” has the meaning set forth in section 101(37) of the Bankruptcy Code.

145.      “ NASDAQ ” means the NASDAQ Stock Market.

146.      “ New Board ” means the board of directors of Reorganized VNR Finance on and after the Effective Date.

147.      “ New Common Stock ” means the new shares of common stock, as applicable, in Reorganized VNR Finance to be issued and distributed under and in accordance with the Plan.

148.      “ New Management Incentive Plan ” means that certain post-Effective Date management incentive plan, the terms of which shall be subject to approval by the New Board and shall authorize the issuance of awards representing ten percent (10%) of the New Common Stock, on a fully diluted basis as of the Effective Date, after giving effect to the issuance of the New Common Stock issuable in connection with the Rights Offering, the GUC Rights Offering, distributions from the GUC Equity Pool, the Second Lien Investment, and the Backstop Premium, and to the Holders of VNR Preferred Units, but subject to dilution by any New Common Stock issuable upon exercise of the New Warrants, which awards will be issued after the Effective Date at the discretion of the New Board and on terms to be determined by the New Board (including with respect to allocation, timing and structure of such issuance and the New Management Incentive Plan).

149.      “ New Organizational Documents ” means such certificates or articles of incorporation, by-laws, limited liability company operating agreements, shareholders agreements, or other formation and governance documents of each of the Reorganized Debtors (or their applicable subsidiaries), as applicable, which documents shall be included in the Plan Supplement.

150.      “ New Second Lien Noteholders ” means the Holders of the Allowed Second Lien Notes Claims, in their capacity as holders of the New Second Lien Notes.

151.      “ New Second Lien Notes ” means those certain senior secured second lien notes due 2024 in an aggregate principal amount of $78,075,297.00, plus accrued and unpaid postpetition interest through the Effective Date pursuant to the Second Lien Notes, to be issued pursuant to the New Second Lien Notes Indenture.

152.      “ New Second Lien Notes Documents ” means, collectively, (a) the New Second Lien Notes Indenture, (b) the New Second Lien Notes, and (c) the other Note Documents (as defined in the New Second Lien Notes Indenture) and all other agreements, documents, and instruments delivered or entered into in connection therewith (including any collateral agreement, mortgage, guarantee agreement, and intercreditor agreement).

153.      “ New Second Lien Notes Indenture ” means that certain indenture, dated as of the Effective Date, by and among certain of the Reorganized Debtors, the New Second Lien Notes Indenture Trustee, and the New Second Lien Noteholders, which shall contain terms substantially similar to the Second Lien Notes, but providing a 12 month later maturity, a 200 basis point increase to the interest rate, and providing that the transactions under the Plan will not constitute a change of control thereunder.

154.      “ New Second Lien Notes Trustee ” means that certain indenture trustee under the New Second Lien Notes Indenture.

155.      “ New Warrants” means, collectively, (a) the VNR Common Unit New Warrants, and (b) the VNR Preferred Unit New Warrants.

156.      “ Notes Indentures ” means, collectively, (a) the Second Lien Notes Indenture, and (b) the Senior Notes Indentures.

157.      “ Notes ” means, collectively, (a) the Second Lien Notes, and (b) the Senior Notes.

158.      “ NYSE ” means the New York Stock Exchange.

159.      “ Option 1 Holder ” means a Holder of an Allowed Lender Claim that elects on its Ballot (or does not vote and/or fails to make any election on such Ballot and is deemed to elect) to participate in the Exit Facility, as a Lender thereunder, and to receive its Option 1 Pro Rata Share of the Lender Paydown as part of its distribution under the Plan on account of its Lender Claims.

160.      “ Option 1 Participation Percentage ” means the percentage obtained by dividing (a) the amount of Lender Claims held by Option 1 Holders by (b) the sum of the amount of Lender Claims held by Option 1 Holders plus the amount of Lender Claims held by Option 2 Holders.

161.      “ Option 1 Pro Rata Share ” means the proportion that the amount of a Lender Claim held by an Option 1 Holder bears to the aggregate amount of the Lender Claims held by all Option 1 Holders.

162.      “ Option 2 Holder ” means a Holder of an Allowed Lender Claim that affirmatively elects on its Ballot to participate in the Exit Term B Loans.

163.      “ Option 2 Pro Rata Share ” means the proportion that the amount of a Lender Claim held by an Option 2 Holder bears to the aggregate amount of the Lender Claims held by all Option 2 Holders.

164.      “ Ordinary Course Professional Order ” means the Order Authorizing the Debtors to Retain and Compensate Professionals Utilized in the Ordinary Course of Business, Nunc Pro Tunc to the Petition Date [Docket No. 278].

165.      “ Other Existing Equity Interest ” means any Existing VNR Equity Interest other than VNR Common Units or VNR Preferred Units.

166.      “ Other Priority Claims ” means any Claim against a Debtor, other than an Administrative Claim, DIP Facility Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

167.      “ Other Secured Claims ” means any Secured Claim against any of the Debtors other than the Lender Claims, the Second Lien Notes Claims, DIP Facility Claims, or a Secured Tax Claim.

168.      “ Person ” means an individual, partnership, corporation, limited liability company, cooperative, trust, unincorporated organization, association, joint venture, Governmental Unit, or any other form of legal entity.

169.      “ Petition Date ” means February 1, 2017.

170.      “ Plan ” means this joint plan of reorganization under chapter 11 of the Bankruptcy Code, including the Plan Supplement and the exhibits and schedules hereto and thereto, as the same may be amended or modified from time to time in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, and the terms hereof.

171.      “ Plan Supplement ” means the compilation of documents and forms of documents, schedules, and exhibits to the Plan, to be filed by the Debtors on or before July 7, 2017 or such later date as may be approved by the Bankruptcy Court on notice to parties in interest, and additional documents filed with the Bankruptcy Court before the Effective Date as amendments to the Plan Supplement composed of, among other documents, the following: (a) the New

Organizational Documents; (b) the Assumed Executory Contract and Unexpired Lease List; (c) the Rejected Executory Contract and Unexpired Lease List; (d) a modified list of retained Causes of Action; (e) the Registration Rights Agreement; (f) a schedule identifying the members of the New Board and management for the Reorganized Debtors and copies of new executive employment agreements; (g) the Workforce Obligations List; (h) the Exit Facility Credit Agreement; (i) the Exit Term B Credit Agreement; (j) the New Second Lien Notes Indenture; (k) the Warrant Agreement; and (l) the Restructuring Transactions Chart. Any reference to the Plan Supplement in the Plan shall include each of the documents identified above as (a) through (l), as applicable.

172.      “ Plan Value ” means the equity value of Reorganized VNR Finance (after including cash on hand of Reorganized VNR Finance of approximately $45,000,000) pro forma for the restructured capital structure, including after giving effect to the participation in the Rights Offering by Holders of Allowed Senior Notes Claims, based on an enterprise value of $1,425,000,000 (which enterprise value excludes cash on hand of Reorganized VNR Finance of $45,000,000), as determined in the manner specified in the Backstop Agreement.

173.      “ Priority Tax Claim ” means any Claim of a Governmental Unit of the kind entitled to priority in payment as specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code.

174.      “ Pro Rata ” means (a) the proportion that the amount of an Allowed Claim or Allowed Equity Interest in a particular Class bears to the aggregate amount of the Allowed Claims or Allowed Equity Interests in that Class, plus all Disputed Claims in such Class, or (b) the proportion of the Allowed Claims or Allowed Equity Interests in a particular Class and other Classes entitled to share in the same recovery as such Claim or Equity Interest under the Plan.

175.      “ Professional ” means an Entity, excluding those Entities entitled to compensation pursuant to the Ordinary Course Professional Order, that are: (a) retained pursuant to a Bankruptcy Court order in accordance with sections 327, 363, or 1103 of the Bankruptcy Code and to be compensated for services rendered before or on the Confirmation Date, pursuant to sections 327, 328, 329, 330, 331, and 363 of the Bankruptcy Code; or (b) awarded compensation and reimbursement by the Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code; provided that professionals employed by the Indenture Trustees, the Consenting Creditors, the Administrative Agent, or the Backstop Parties shall not be “Professionals” for purposes of the Plan.

176.      “ Professional Fee Claims ” means all Administrative Claims for the compensation of Professionals and the reimbursement of expenses incurred by such Professionals through and including the Effective Date to the extent such fees and expenses have not been paid pursuant to the Interim Compensation Order or any other order of the Bankruptcy Court. To the extent the Bankruptcy Court denies or reduces by a Final Order any amount of a Professional’s requested fees and expenses, then the amount by which such fees or expenses are reduced or denied shall reduce the applicable Professional Fee Claim.

177.      “ Professional Fee Escrow Account ” means an interest-bearing account in an amount equal to the Professional Fee Reserve Amount and funded by the Debtors on the Effective Date, pursuant to Article II.A.2(b) of the Plan.

178.      “ Professional Fee Reserve Amount ” means the total amount of Professional Fee Claims estimated in accordance with Article II.A.2(c) of the Plan.

179.      “ Proof of Claim ” means a proof of Claim filed against any of the Debtors in the Chapter 11 Cases.

180.      “ Proof of Equity Interest ” means a proof of Equity Interest filed against any of the Debtors in the Chapter 11 Cases.

181.      “ Registration Rights Agreement ” means, if requested by the Backstop Parties, the registration rights agreement by and between Reorganized VNR Finance, the Backstop Parties (including their affiliates), and certain other parties that receive ten percent (10%) or more of the shares of New Common Stock issued under the Plan and/or the Rights Offering or cannot sell their shares under Rule 144 of the Securities Act without volume or manner of sale restrictions, as of the Effective Date, pursuant to which such parties shall be entitled to customary registration rights with respect to such New Common Stock, which agreement shall be in substantially the form to be filed with the Plan Supplement.

182.      “ Reinstate ,” “ Reinstated ,” or “ Reinstatement ” means with respect to Claims and Equity Interests, that the Claim or Equity Interest shall be rendered unimpaired for purposes of section 1124 of the Bankruptcy Code.

183.      “ Rejected Executory Contract and Unexpired Lease List ” means the list, as determined by the Debtors or the Reorganized Debtors, as applicable, of Executory Contracts and Unexpired Leases that will be rejected by the Reorganized Debtors pursuant to the Plan, which list shall be included in the Plan Supplement.

184.      “ Released Parties ” means, collectively, and in each case only in its capacity as such: (a) each of the Debtors and the Reorganized Debtors; (b) the Consenting Creditors; (c) the DIP Agent; (d) the DIP Lenders; (e) the Lenders; (f) each Issuing Bank; (g) each DIP Issuing Bank; (h) each Swap Lender (as defined in the Credit Agreement); (i) each Treasury Management Bank (as defined in the Credit Agreement); (j) the Indenture Trustees; (k) the Backstop Parties; (l) the Administrative Agent; (m) the Creditors’ Committee and its members (solely in their capacity as such); and (n) with respect to each of the foregoing identified in subsections (a) through (m) herein, each of such entities’ respective shareholders, equityholders (regardless of whether such interests are held directly or indirectly) (other than with respect to an equity holder of a Debtor), predecessors, successors, assigns, affiliates, subsidiaries, members, principals, managers, current and former officers, current and former directors, employees, managers, managing members, advisory board members, partners, agents and subagents, attorneys, accountants, financial advisors, investment bankers, restructuring advisors, professionals, consultants, advisors, designees and representatives, each in their capacities as

such; provided , however , that any Holder of a Claim or Equity Interest that opts out of the releases contained in the Plan shall not be a Released Party.

185.      “ Releasing Parties ” means, collectively, and in each case only in its capacity as such: (a) each of the Debtors and the Reorganized Debtors; (b) the Creditors’ Committee and its members (solely in their capacity as such); (c) the Consenting Creditors; (d) the DIP Agent; (e) the DIP Lenders; (f) the Lenders; (g) the Administrative Agent; (h) the Indenture Trustees; (i) the Backstop Parties; (j) all holders of Claims or Equity Interests that vote to accept the Plan or who are deemed to accept the Plan; (k) all holders of Claims or Equity Interests that abstain from voting on the Plan and who do not opt out of the releases provided by the Plan; (l) all holders of Claims or Equity Interests that vote to reject the Plan and who do not opt out of the releases provided by the Plan; and (m) with respect to each of the foregoing parties under (a) through (m), herein, each of such entities’ respective shareholders, equityholders (regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, affiliates, subsidiaries, members, principals, managers, current and former officers, current and former directors, employees, managing members, advisory board members, agents, attorneys, accountants, financial advisors, investment bankers, restructuring advisors, professionals, consultants, advisors, and representatives, each in their capacities as such.

186.      “ Reorganized Debtors ” means, collectively, and each in its capacity as such, the Debtors, as reorganized pursuant to and under the Plan or any successor thereto, by merger, consolidation, or otherwise, on or after the Effective Date, and from and after the Effective Date shall include (without limitation) Reorganized VNR and Reorganized VNR Finance.

187.      “ Reorganized VNR ” means VNR, as reorganized pursuant to and under the Plan, or any successor to it.

188.      “ Reorganized VNR Finance ” means VNR Finance, as reorganized pursuant to and under the Plan, or any successor to it.

189.      “ Required Consenting RBL Lenders ” means the Consenting RBL Lenders (as such term is defined in the RSA) holding at least sixty-six and two-thirds percent (66.66%) of the Consenting RBL Facility Claims (as such term is defined in the RSA).

190.      “ Required Consenting Second Lien Noteholders ” means the Consenting Second Lien Noteholders (as such term is defined in the RSA) holding at least sixty-six and two-thirds percent (66.66%) of the Consenting Second Lien Notes Claims (as such term is defined in the RSA).

191.      “ Required Consenting Senior Noteholders ” means those parties holding at least sixty-six and two-thirds percent (66.66%) of the Backstop Commitments as identified on Exhibit E to the RSA.

192.      “ Requisite Commitment Parties ” has the meaning set forth in the Backstop Agreement.

193.      “ Restructuring Transactions ” means, collectively, those mergers, amalgamations, consolidations, arrangements, continuances, restructurings, transfers, conversions, dispositions, liquidations, dissolutions, or other corporate transactions that the Debtors and the Required Consenting Senior Noteholders reasonably determine to be necessary or desirable to implement the Plan with respect to the Debtors in a manner consistent with the RSA and the Backstop Agreement.

194.      “ Restructuring Transactions Chart ” means, collectively, those charts, diagrams, presentations, and related materials describing certain Restructuring Transactions, all of which shall be included in the Plan Supplement.

195.      “ Rights ” means, collectively, the 1145 Rights and the Accredited Investor Rights.

196.      “ Rights Offering ” means, collectively, the 1145 Rights Offering, the Accredited Investor Rights Offering and the 4(a)(2) Backstop Commitment.

197.      “ Rights Offering Equity ” means, collectively, the 1145 Rights Offering Equity, the Accredited Investor Rights Offering Equity and the 4(a)(2) Backstop Commitment Equity.

198.      “ Rights Offering Participants ” means, as applicable, (a) the 1145 Rights Offering Participants, (b) the Accredited Investor Rights Offering Participants, and (c) the participants in the 4(a)(2) Backstop Commitment.

199.      “ Rights Offering Procedures ” means, as applicable, the 1145 Rights Offering Procedures and the Accredited Investor Rights Offering Procedures.

200.      “ Royalty and Working Interests ” means working interests granting the right to exploit oil and gas, and certain other royalty or mineral interests, including but not limited to, landowner’s royalty interests, overriding royalty interests, net profit interests, non-participating royalty interests, and production payments.

201.      “ RSA ” means that certain Restructuring Support Agreement, dated as of February 1, 2017, by and between the Debtors and the Consenting Creditors, as may be amended, restated, or supplemented from time to time, which shall be attached to the Disclosure Statement.

202.      “ Schedules ” means the schedules of assets and liabilities, schedules of Executory Contracts or Unexpired Leases, and statement of financial affairs filed by the Debtors pursuant to section 521 of the Bankruptcy Code, the official bankruptcy forms, and the Bankruptcy Rules.

203.      “ SEC ” means the Securities and Exchange Commission.

204.      “ Second Lien Adequate Protection Claims ” means the Second Lien Superpriority Claims as defined in the DIP Orders.

205.      “ Second Lien Investment ” means the purchase by the Second Lien Investors of the Second Lien Investment Equity for an aggregate purchase price of $19,250,000.00 at a price per share to be determined based on a twenty-five percent (25%) discount to Plan Value.

206.      “ Second Lien Investment Agreement ” means the agreement whereby the Second Lien Investors committed to make the Second Lien Investment, which shall be attached to the Disclosure Statement.

207.      “ Second Lien Investment Equity ” means, in the aggregate, a number of shares of New Common Stock equal to six and four-tenths percent (6.4%) as of the Effective Date (subject to dilution by (a) the New Common Stock issuable upon exercise of the New Warrants, (b) the New Management Incentive Plan), and (c) the GUC Rights Offering Equity).

208.      “ Second Lien Investors ” means the Consenting Second Lien Noteholders, in their capacity as purchasers of the Second Lien Investment Equity.

209.      “ Second Lien Notes ” means those certain 7.00% Senior Secured Second Lien Notes due February 15, 2023, issued by VNR and VNR Finance pursuant to the Second Lien Notes Indenture.

210.      “ Second Lien Notes Claims ” means any Claim derived from or arising under the Second Lien Notes, the Second Lien Notes Indenture or the Notes Documents (as defined in the Second Lien Notes Indenture), including the Second Lien Adequate Protection Claims and Indenture Trustee Fees and Expenses owed to the Second Lien Notes Trustee. The Second Lien Notes Claims are Allowed Claims as set forth in Article III.B.5(b).

211.      “ Second Lien Notes Indenture ” means that certain Indenture, dated as of February 10, 2016, by and among VNR and VNR Finance, as issuers, and the Second Lien Notes Trustee, as may be amended, restated or otherwise supplemented from time to time.

212.      “ Second Lien Notes Trustee ” means Delaware Trust Company, as trustee under the Second Lien Notes Indenture.

213.      “ Secured ” means when referring to a Claim: (a) secured by a Lien on property in which the Estate has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable law or by reason of a Bankruptcy Court order, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s interest in the Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code; or (b) Allowed pursuant to the Plan or separate order of the Bankruptcy Court as a secured claim.

214.      “ Secured Tax Claim ” means any Secured Claim that, absent its secured status, would be entitled to priority in right of payment under sections 502(i) and 507(a)(8) of the Bankruptcy Code (determined irrespective of any time limitations therein and including any related Secured Claim for penalties).

215.      “ Securities Act ” means the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

216.      “ Security ” or “ Securities ” has the meaning set forth in section 2(a)(1) of the Securities Act.

217.      “ Senior Commitment Party ” has the meaning set forth in the Backstop Agreement.

218.      “ Senior Notes ” means, collectively, (a) the 2019 Senior Notes, and (b) the 2020 Senior Notes.

219.      “ Senior Note Claim Distribution ” means, in the aggregate, a number of shares of New Common Stock equal to ninety-seven percent (97%) of the aggregate New Common Stock as of the Effective Date (subject to dilution by (a) the Rights Offering Equity, (b) the GUC Rights Offering Equity, (c) New Common Stock issued and distributed from the GUC Equity Pool, (d) the Second Lien Investment Equity, (e) the Backstop Premium, (f) the New Common Stock issuable upon exercise of the New Warrants, and (g) the New Management Incentive Plan).

220.      “ Senior Notes Claims ” means any Claim derived from or arising under the Senior Notes.

221.      “ Senior Notes Indentures ” means, collectively, (a) the 2019 Senior Notes Indenture, and (b) the 2020 Senior Notes Indenture.

222.      “ Senior Notes Trustees ” means, collectively (a) the 2019 Senior Notes Trustee, and (b) the 2020 Senior Notes Trustee.

223.      “ Term Loan Purchase ” means the $31,250,000 in principal amount of Exit Term A Loans to be purchased on the Effective Date by certain Consenting Senior Noteholders for cash at par (on a pro rata basis in accordance with their Option 1 Pro Rata Share from all holders of Lender Claims that elected Option 1) in connection with the consummation of the Plan and pursuant to the Backstop Agreement.

224.      “ Trade Claims ” means any Allowed Claim held by a Trade Creditor against the Debtors; provided , that Trade Claims shall not include Administrative Claims or any Claim of a Trade Creditor that is otherwise paid in full pursuant to an order of the Bankruptcy Court.

225.      “ Trade Claims Distribution Pool ” means an amount equal to $3,000,000 to be used for Cash payments on account of Trade Claims in accordance with the Plan.

226.      “ Trade Creditor ” means each trade creditor or vendor who (a) is continuing or (b) may enter into an agreement with the Debtors, to have an ongoing business relationship with the Debtors as of and after the Effective Date and is not a party to an executory contract or unexpired lease.

227.      “ U.S. ” means the United States of America.

228.      “ U.S. Trustee ” means the Office of the U.S. Trustee Region 7 for the Southern District of Texas.

229.      “ Unexpired Lease ” means a lease to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

230.      “ Unimpaired ” means, with respect to a Class of Claims or Equity Interests, a Class of Claims or Equity Interests that is unimpaired within the meaning of section 1124 of the Bankruptcy Code.

231.      “ Unsecured Claim ” any Claim that is not Secured by a Lien on property in which one of the Debtors’ Estates has an interest.

232.      “ VNR ” means Vanguard Natural Resources, LLC.

233.      “ VNR Finance ” means VNR Finance Corp.

234.      “ VNR Common Unit New Warrants ” means the 3 and a half year warrants issued to Holders of Allowed VNR Common Units for three percent (3%) of the New Common Stock as of the Effective Date (subject to dilution by the New Management Incentive Plan) exercisable at a total enterprise value to be calculated based on actual net debt as calculated in accordance with Exhibit A of the RSA, plus Allowed General Unsecured Claims (including rejection damage claims), Trade Claims, DIP Facility Claims and Administrative Claims, and the liquidation preference of the VNR Preferred Units, each as determined as of the Effective Date without giving effect to the Rights Offering, the GUC Rights Offering, the Backstop Agreement, or the Second Lien Investment, on the terms set forth in the Warrant Agreement.

235.      “ VNR Common Units ” means the common units representing limited liability company interests in VNR, which are traded publicly on NASDAQ under the ticker symbol VNR.

236.      “ VNR Preferred Unit Equity Distribution ” means, in the aggregate, a number of shares of New Common Stock equal to three percent (3%) of the New Common Stock as of the Effective Date (subject to dilution by (a) the Rights Offering Equity, (b) GUC Rights Offering Equity, (c) New Common Stock issued and distributed from the GUC Equity Pool, (d) the Second Lien Investment Equity, (e) the Backstop Premium, (f) the New Common Stock issuable upon exercise of the New Warrants, and (g) the New Management Incentive Plan).

237.      “ VNR Preferred Unit New Warrants ” means the 3 and a half year warrants issued to Holders of Allowed VNR Preferred Units for three percent (3%) of the New Common Stock as of the Effective Date (subject to dilution by the New Management Incentive Plan) exercisable at a total enterprise value to be calculated based on actual net debt as calculated in accordance with Exhibit A of the RSA, plus Allowed General Unsecured Claims (including rejection damage claims), Trade Claims, DIP Facility Claims and Administrative Claims, each as determined as of the Effective Date without giving effect to the Rights Offering, the GUC Rights Offering, the Backstop Agreement, or the Second Lien Investment, on the terms set forth in the Warrant Agreement.

238.      “ VNR Preferred Units ” means, collectively, (a) the 7.875% Series A Cumulative Redeemable Perpetual Preferred Units, (b) the 7.625% Series B Cumulative Redeemable Perpetual Preferred Units, and (c) the 7.75% Series C Cumulative Redeemable Perpetual Preferred Units.

239.      “ Warrant Agreement ” means that certain agreement providing for, among other things, the issuance and terms of the New Warrants, which agreement shall be in substantially the form to be filed with the Plan Supplement.

For the purposes of the Plan: (a) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (b) unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (c) unless otherwise specified, any reference herein to an existing document, schedule, or exhibit, whether or not filed, having been filed or to be filed shall mean that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented; (d) any reference to an Entity as a Holder of a Claim or Equity Interest includes that Entity’s successors and assigns; (e) unless otherwise specified, all references herein to “Articles” are references to Articles hereof or hereto; (f) unless otherwise specified, all references herein to exhibits are references to exhibits in the Plan Supplement; (g) unless otherwise specified, the words “herein,” “hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the Plan; (h) subject to the provisions of any contract, certificate of incorporation, or similar formation document or agreement, by-law, instrument, release, or other agreement or document entered into in connection with the Plan, the rights and obligations arising pursuant to the Plan shall be governed by, and construed and enforced in accordance with the applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (i) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (j) unless otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (k) any term used in capitalized form but that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; (l) all references to docket numbers of documents filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (m) all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, and as applicable to the Chapter 11 Cases, unless otherwise stated; (n) any immaterial effectuating provisions may be interpreted by the Reorganized Debtors in such a manner that is consistent with the overall purpose and intent of the Plan all without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity; and (o) except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Debtors or to the Reorganized Debtors shall mean the Debtors and the Reorganized Debtors, as applicable, to the extent the context requires.

Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein. If the date on which a transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day. Any action to be taken on the Effective Date may be taken on or as soon as reasonably practicable after the Effective Date.

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of New York, without giving effect to the principles of conflict of laws, shall govern the rights, obligations, construction, and implementation of the Plan, any agreements, documents, instruments, or contracts executed or entered into in connection with the Plan (except as otherwise set forth in those agreements, in which case the governing law of such agreement shall control); provided , however , that corporate governance matters relating to the Debtors or the Reorganized Debtors, as applicable, shall be governed by the laws of the state of incorporation or formation of the relevant Debtor or Reorganized Debtor, as applicable.

All references in the Plan to monetary figures shall refer to currency of the U.S., unless otherwise expressly provided.

In the event of an inconsistency between the Plan and the Disclosure Statement, the terms of the Plan shall control in all respects. In the event of an inconsistency between the Confirmation Order and the Plan, the Confirmation Order shall control.

Each document, agreement, term, and condition that is referenced, described, or set forth in the Plan (including, without limitation, any Plan Supplement document or definitive or ancillary document contemplated to be entered into in connection with the Restructuring Transactions or the implementation thereof, including any amendments or modifications thereto) shall be subject to all applicable consent and approval rights of the parties to the RSA and Backstop Agreement, in each case, to the extent set forth therein, and such consent and approval rights are hereby expressly incorporated by reference into the Plan, provided that given the Creditors’ Committee’s support of the Plan (as demonstrated by their agreement to provide a letter encouraging Holders of General Unsecured Claims, Encana Claims, and Trade Claims to vote in favor of the Plan), (i) any changes to the treatment of Holders of General Unsecured Claims, Encana Claims, or Trade Claims and (ii) any other changes that impact the rights of Holders of General Unsecured Claims, Encana Claims, or Trade Claims contemplated by the

Plan (including, without limitation, release and exculpation provisions) shall require the consent of the Creditors’ Committee, and the GUC Rights Offering Procedures and related forms shall be in form and substance reasonably acceptable to the Creditors’ Committee.

Article II.     
ADMINISTRATIVE CLAIMS, DIP FACILITY CLAIMS, AND PRIORITY TAX CLAIMS

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Professional Fee Claims, Adequate Protection Claims, DIP Facility Claims, and Priority Tax Claims have not been classified and, thus, are excluded from the Classes of Claims and Equity Interests . Each of the Debtors shall be obligated to satisfy only the Allowed Administrative Claims, DIP Facility Claims, or Priority Tax Claims of its respective Estate.

1.      General Administrative Claims.

Except as specified in this Article II, unless the Holder of an Allowed General Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, agree to less favorable treatment, each Holder of an Allowed General Administrative Claim will receive, in full satisfaction of its General Administrative Claim, Cash equal to the amount of such Allowed General Administrative Claim either: (a) on the Effective Date; (b) if the General Administrative Claim is not Allowed as of the Effective Date, 60 days after the date on which an order allowing such General Administrative Claim becomes a Final Order, or as soon thereafter as reasonably practicable; or (c) if the Allowed General Administrative Claim is based on a liability incurred by the Debtors in the ordinary course of their business after the Petition Date, pursuant to the terms and conditions of the particular transaction or agreement giving rise to such Allowed General Administrative Claim, without any further action by the Holders of such Allowed General Administrative Claim, and without any further notice to or action, order, or approval of the Bankruptcy Court. Notwithstanding the foregoing, no request for payment of a General Administrative Claim need be filed with respect to a General Administrative Claim previously Allowed by Final Order.

Except for Claims of Professionals, requests for payment of General Administrative Claims that were not accrued in the ordinary course of business must be filed and served on the Debtors or the Reorganized Debtors, as applicable, no later than the Administrative Claims Bar Date applicable to the Debtor against whom the General Administrative Claim is asserted pursuant to the procedures specified in the Confirmation Order and the notice of the Effective Date. Holders of General Administrative Claims that are required to file and serve a request for payment of such General Administrative Claims by the Administrative Claims Bar Date that do not file and serve such a request by the Administrative Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such General Administrative Claims against the Debtors, the Reorganized Debtors, or their respective property, and such General Administrative Claims shall be deemed forever discharged and released as of the Effective Date. Any requests for payment of General Administrative Claims that are not properly filed and served by the Administrative Claims Bar Date shall not appear on the Claims Register and shall be disallowed

automatically without the need for further action by the Debtors or the Reorganized Debtors or further order of the Bankruptcy Court.

The Reorganized Debtors, in their sole and absolute discretion, may settle General Administrative Claims in the ordinary course of business without further Bankruptcy Court approval. The Reorganized Debtors may also choose to object to any General Administrative Claim no later than 60 days from the Administrative Claims Bar Date, subject to extensions by the Bankruptcy Court, agreement in writing of the parties, or on motion of a party in interest approved by the Bankruptcy Court. Unless the Debtors or the Reorganized Debtors (or other party with standing) object to a timely filed and properly served General Administrative Claim, such General Administrative Claim will be deemed Allowed in the amount requested. In the event that the Debtors or the Reorganized Debtors object to a General Administrative Claim, the parties may confer to try to reach a settlement and, failing that, the Bankruptcy Court will determine whether such General Administrative Claim should be allowed and, if so, in what amount.

2.      Professional Compensation.

All final requests for payment of Professional Fee Claims, including the Professional Fee Claims incurred during the period from the Petition Date through the Effective Date, must be filed and served on the Reorganized Debtors no later than 60 days after the Effective Date. All such final requests will be subject to approval by the Bankruptcy Court after notice and a hearing in accordance with the procedures established by the Bankruptcy Code and prior orders of the Bankruptcy Court in the Chapter 11 Cases, including the Interim Compensation Order, and once approved by the Bankruptcy Court, promptly paid from the Professional Fee Escrow Account up to its full Allowed amount.

On the Effective Date, the Reorganized Debtors shall establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Reserve Amount. The Professional Fee Escrow Account shall be maintained in trust solely for the Professionals. Such funds shall not be considered property of the Estates of the Debtors or the Reorganized Debtors. The amount of Professional Fee Claims owing to the Professionals shall be paid in Cash to such Professionals by the Reorganized Debtors from the Professional Fee Escrow Account as soon as reasonably practicable after such Professional Fee Claims are Allowed by a Final Order. When all such Allowed amounts owing to Professionals have been paid in full, any remaining amount in the Professional Fee Escrow Account shall promptly be paid to the Reorganized Debtors, without any further action or order of the Bankruptcy Court. If the Professional Fee Escrow Account is insufficient to fund the full Allowed amounts of Professional Fee Claims, remaining unpaid Allowed Professional Fee Claims will be paid by the Debtors or the Reorganized Debtors, as applicable.

Professionals shall estimate their unpaid Professional Fee Claims and other unpaid fees and expenses incurred in rendering services to the Debtors before and as of the Effective Date and shall deliver such estimate to the Debtors no later than two Business Days before the Effective Date; provided , however , that such estimate shall not be deemed to limit the amount of the fees and expenses that are the subject of the Professional’s final request for payment of filed Professional Fee Claims. If a Professional does not provide an estimate, the Debtors or Reorganized Debtors may estimate the unpaid and unbilled fees and expenses of such Professional. The total amount estimated pursuant to this section shall comprise the Professional Fee Reserve Amount.

Except as otherwise specifically provided in the Plan, from and after the Effective Date, the Reorganized Debtors shall, in the ordinary course of business and without any further notice to or action, order, or approval of the Bankruptcy Court, pay in Cash the reasonable and documented legal, professional, or other fees and expenses incurred by the Reorganized Debtors or the Creditors’ Committee with respect to those matters for which the Creditors’ Committee remains in existence pursuant to Article XII.C of the Plan. Upon the Effective Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Reorganized Debtors may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Bankruptcy Court.

3.      Adequate Protection Claims.

The Administrative Agent and the Lenders will receive the treatment provided for Allowed Lender Claims in Article III.B.4 in full and complete satisfaction of the First Lien Adequate Protection Claims held by the Lenders.

The Second Lien Notes Trustee and the Holders of the Second Lien Notes will receive the treatment provided for Second Lien Notes Claims in Article III.B.5 in full and complete satisfaction of the Second Lien Adequate Protection Claims held by the Second Lien Notes Trustee and the Holders of the Second Lien Notes.

Subject to the terms, conditions, and priorities set forth in the DIP Orders, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, each Allowed DIP Facility Claim, each such Allowed DIP Facility Claim shall be paid in full in Cash by the Debtors on the Effective Date in an amount equal to the Allowed amount of such DIP Facility Claim and all commitments to make Loans and/or advances under the DIP Facility shall terminate and all Loan Documents (as defined therein) shall terminate and be of no further force or effect. Upon the indefeasible payment or satisfaction in full in Cash of the DIP Facility Claims (other than any DIP Facility Claims based on the Debtors’ contingent obligations under the DIP Facility for which no claim has been made) in accordance with the terms of this Plan, on the

Effective Date, all Liens granted to secure such obligations shall be terminated and of no further force or effect.

Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Priority Tax Claim, each Holder of such Allowed Priority Tax Claim shall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code and, for the avoidance of doubt, Holders of Allowed Priority Tax Claims will receive interest on such Allowed Priority Tax Claims after the Effective Date in accordance with sections 511 and 1129(a)(9)(C) of the Bankruptcy Code.

All fees due and payable pursuant to section 1930 of Title 28 of the United States Code before the Effective Date with respect to the Debtors shall be paid by the Debtors. On and after the Effective Date, the Reorganized Debtors (or the Disbursing Agent on behalf of each of the Reorganized Debtors) shall pay any and all such fees when due and payable, and shall file with the Bankruptcy Court quarterly reports in a form reasonably acceptable to the U.S. Trustee. Each Debtor shall remain obligated to pay quarterly fees to the U.S. Trustee until the earliest of that particular Debtor’s case being closed, dismissed, or converted to a case under Chapter 7 of the Bankruptcy Code.

Article III.     
CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS

Claims and Equity Interests, except for Administrative Claims, Adequate Protection Claims, Professional Fee Claims, DIP Facility Claims and Priority Tax Claims, are classified in the Classes set forth in this Article III. A Claim or Equity Interest is classified in a particular Class only to the extent that the Claim or Equity Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Equity Interest qualifies within the description of such other Classes. A Claim or Equity Interest is also classified in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim or Equity Interest is an Allowed Claim or Allowed Equity Interest in that Class and has not been paid, released, or otherwise satisfied prior to the Effective Date. The Debtors reserve the right to assert that the treatment provided to Holders of Claims (other than General Unsecured Claims) and Equity Interests pursuant to Article III.B of the Plan renders such Holders Unimpaired.

For all purposes under the Plan, each Class will contain sub-Classes for each of the Debtors; provided , that (a) any Class that is vacant as to a particular Debtor will be treated in accordance with Article III.D below and (b) to the extent that a Class contains Claims or Equity

Interests only with respect to one or more particular Debtor, such Class applies solely to such Debtor.

The following chart represents the classification of Claims and Equity Interests for each Debtor pursuant to the Plan.

Bankruptcy Code, Cash in the amount of such Allowed Secured Tax Claim: (i) on, or as soon as practicable after, the later of (A) the Effective Date and (b) the date such Secured Tax Claim becomes an Allowed Secured Tax Claim; or (ii) in regular payments in equal installments over a period of time not to exceed five (5) years after the Petition Date with interest at a rate determined in accordance with section 511 of the Bankruptcy Code; provided , that the first such regular payment shall represent a percentage recovery at least equal to that expected to be received by the most favored Holders of Allowed General Unsecured Claims; provided further , that the Reorganized Debtors may prepay the entire amount of the Allowed Secured Tax Claim at any time in its sole discretion. All Allowed Secured Tax Claims that are not due and payable on or before the Effective Date shall be paid by the Reorganized Debtors when such claims become due and payable in the ordinary course of business in accordance with the terms thereof.

2.      Class 2 – Other Secured Claims.

3.      Class 3 – Other Priority Claims.

4.      Class 4 – Lender Claims.

Option 1: If the Holder elects (or is deemed to elect, upon its execution of the Exit Facility Credit Agreement) Option 1 on its Ballot, it shall also receive its Option 1 Pro Rata Share of:

-or-

Option 2: If such Holder elects Option 2 on its Ballot, it shall also receive its Option 2 Pro Rata Share of the Exit Term B Loans.

For the avoidance of doubt, a Holder electing Option 2 shall not receive any portion of the Lender Paydown, Exit Revolving Loans, or Exit Term A Loans. Rather, each Holder electing Option 2 shall receive only its Option 2 Pro Rata Share of the Exit Term B Loans in a principal amount equal to the Pro Rata distribution it otherwise would have received with respect to the Lender Paydown, Exit Revolving Loans, and Exit Term A Loans.

In addition, all Credit Agreement Fees and Expenses shall be paid in full on the Effective Date.

5.      Class 5 – Second Lien Notes Claims.

6.      Class 6 – Senior Notes Claims.

7.      Class 7 – General Unsecured Claims.

8.      Class 8 – Encana Claims

all Liens, Claims, charges, or other encumbrances in accordance with section 363(f) of the Bankruptcy Code.

The assignments shall not include any leasehold, working interests, royalty rights, or non-consent rights retained by, or granted to, the Debtors under the Development Agreement (as defined in the Encana Term Sheet) (“ Vanguard Interests ”), and the Debtors shall retain all rights and obligations delineated under the Development Agreement and the applicable Joint Operating Agreements (as defined in the Encana Term Sheet) with respect to the Vanguard Interests. For the further avoidance of doubt, all terms and conditions of the Encana Term Sheet are incorporated into this Plan.

9.      Class 9 – Trade Claims.

10.      Class 10 – Intercompany Claims.

Cash Management Order) shall be paid in full as a General Administrative Claim pursuant to Article II.A of the Plan.

11.      Class 11 – Intercompany Interests.

12.      Class 12 – VNR Preferred Units.

Prior to the Effective Date, the Debtors will distribute waiver election forms to the Holders of VNR Preferred Units, pursuant to which the Holders may elect to waive and decline any distribution on account of their VNR Preferred Units. These waiver election forms will set forth instructions by which such Holders may make the election by either (i) electronically delivering their VNR Preferred Unit positions through DTC’s Automated Tender Offer Program (if the Holder holds its VNR Preferred Units through a nominee) or (ii) marking such election on the form and returning the form to Claims and Noticing Agent (if the VNR Preferred Units are held directly in the Holder’s name on the books and records of the stock transfer agent and not through a nominee).

13.      Class 13 – VNR Common Units.

Prior to the Effective Date, the Debtors will distribute waiver election forms to the Holders of VNR Common Units, pursuant to which the Holders may elect to waive and decline any distribution on account of their VNR Common Units. These waiver election forms will set forth instructions by which such Holders may make the election by either (i) electronically delivering their VNR Common Unit positions through DTC’s Automated Tender Offer Program (if the Holder holds its VNR Common Units through a nominee) or (ii) marking such election on the form and returning the form to Prime Clerk LLC (if the VNR Common

Units are held directly in the Holder’s name on the books and records of the stock transfer agent and not through a nominee).

14.      Class 14 – Other Existing Equity Interests.

Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’ rights in respect of any Unimpaired Claims, including all rights in respect of legal and equitable defenses to or setoffs or recoupments against any such Unimpaired Claims.

Any Class of Claims or Equity Interests that, as of the commencement of the Confirmation Hearing, does not have at least one Holder of a Claim or Equity Interest that is Allowed in an amount greater than zero for voting purposes pursuant to the Disclosure Statement Order shall be considered vacant, deemed eliminated from the Plan for purposes of voting to accept or reject the Plan, and disregarded for purposes of determining whether the Plan satisfies section 1129(a)(8) of the Bankruptcy Code with respect to that Class.

Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by acceptance of the Plan by one or more of the Classes entitled to vote pursuant to Article III.B of the Plan. The Debtors shall seek Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or Equity Interests. The Debtors reserve the right to modify the Plan in accordance with Article X hereof to the extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification, including, without limitation, by modifying the treatment applicable to a

Class of Claims to render such Class of Claims Unimpaired to the extent permitted by the Bankruptcy Code and the Bankruptcy Rules or to withdraw the Plan as to such Debtor.

If a Class contains Holders of Claims or Equity Interests eligible to vote and no Holders of Claims or Equity Interests eligible to vote in such Class vote to accept or reject the Plan, the Plan shall be presumed accepted by the Holders of such Claims or Equity Interests in such Class.

To the extent that Claims or Equity Interests of any class are not entitled to receive or retain any property under the Plan on account of such Claims or Equity Interests, each Holder of a Claim or Equity Interest in such class is deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code and is not entitled to vote to accept or reject the Plan. To the extent that Claims or Equity Interests of any Class are Reinstated, each Holder of a Claim or Equity Interest in such Class is presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code and is not entitled to vote to accept or reject the Plan.

To the extent Reinstated under the Plan, distributions on account of Intercompany Interests are not being received by Holders of such Intercompany Interests on account of their Intercompany Interests, but rather for the purposes of administrative convenience, for the ultimate benefit of the Holders of New Common Stock, and in exchange for the Debtors’ and Reorganized Debtors’ agreement under the Plan to make certain distributions to the Holders of Allowed Claims.

If a controversy arises as to whether any Claims or Equity Interests, or any Class of Claims or Equity Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such controversy on or before the Confirmation Date.

The allowance, classification, and treatment of all Allowed Claims and Equity Interests and the respective distributions and treatments under the Plan take into account and conform to the relative priority and rights of the Claims and Equity Interests in each Class in connection with any contractual, legal, and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise. Pursuant to section 510 of the Bankruptcy Code, the Debtors or Reorganized Debtors reserve the right to re-classify any Allowed Claim in accordance with any contractual, legal, or equitable subordination relating thereto.

Article IV.     
MEANS FOR IMPLEMENTATION OF THE PLAN

A.      General Settlement of Claims and Equity Interests.

The Plan shall be deemed a motion to approve the good faith compromise and settlement pursuant to which the Debtors, the Holders of Claims against and/or Equity Interests in the Debtors, the Holders of Senior Note Claims, and the Holders of Second Lien Note Claims settle all Claims, Equity Interests, and Causes of Action pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims and Equity Interests and controversies resolved pursuant to the Plan (including, without limitation, any argument that the Allowed Second Lien Claims should be increased by a “make-whole” or similar amount or premium). The Confirmation Order shall constitute the Court’s approval of the compromise, settlement, and release of all such Claims, Equity Interests, and Causes of Action, as well as a finding by the Bankruptcy Court that all such compromises, settlements, and releases are in the best interests of the Debtors, their Estates, and the Holders of Claims, Equity Interests, and Causes of Action, and is fair, equitable, and reasonable. In accordance with the provisions of the Plan, pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, without any further notice to or action, order, or approval of the Bankruptcy Court, after the Effective Date, the Reorganized Debtors may compromise and settle all Claims and Causes of Action against, and Equity Interests in, the Debtors and their Estates. The compromises, settlements, and releases described herein shall be deemed nonseverable from each other and from all other terms of the Plan. Subject to Article VI of the Plan, all distributions made to Holders of Allowed Claims or Equity Interests in any Class are intended to be and shall be final.

On the Effective Date, the Debtors or the Reorganized Debtors, as applicable, will effectuate the Restructuring Transactions, and will take any actions as may be necessary or advisable to effect a corporate restructuring of their respective businesses or a corporate restructuring of the overall corporate structure of the Debtors, to the extent provided herein. The actions to implement the Restructuring Transactions may include, consistent with the consent rights in the Restructuring Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and that satisfy the requirements of applicable law and any other terms to which the applicable Entities may agree, including the formation of the entity or entities that will comprise the Reorganized Debtors; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, dissolution, or other organizational documents pursuant to applicable state law; (d) the execution and delivery of the New Organizational Documents; (e) the execution and delivery of the Exit Facility Documents (including all actions to be taken, undertakings to be made, and obligations to be incurred and

fees, expenses, and the Lender Paydown to be paid by the Debtors and the Reorganized Debtors, as applicable), subject to any post-closing execution and delivery periods provided for in the Exit Facility Documents; (f) the execution and delivery of the New Second Lien Notes Documents (including all actions to be taken, undertakings to be made, and obligations to be incurred and fees, expenses, and indemnities to be paid by the Debtors, the Reorganized Debtors, as applicable, in connection therewith), subject to any post-closing execution and delivery periods provided for in the New Second Lien Notes Documents; (g) the execution and delivery of the Registration Rights Agreement; (h) the issuance of the New Common Stock in accordance with the Plan; (i) the implementation of the Second Lien Investment Agreement and the issuance of the New Common Stock in connection therewith; (j) pursuant to the Rights Offering Procedures and the Backstop Agreement, the implementation of the Rights Offering and the issuance of the New Common Stock in connection therewith; (k) the issuance of the New Warrants in accordance with the Plan; (l) the funding of the Trade Claims Distribution Pool; (m) the funding of the GUC Cash Pool; (n) pursuant to the GUC Rights Offering Procedures, the implementation of the GUC Rights Offering and the issuance of the New Common Stock in connection therewith; and (o) after cancellation of the Equity Interests in VNR, all other actions that the applicable Entities determine to be necessary or advisable, including making filings or recordings that may be required by law in connection with the Plan.

The Confirmation Order shall and shall be deemed to, pursuant to sections 1123 and 363 of the Bankruptcy Code and Bankruptcy Rule 9019, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, including the Restructuring Transactions.

The Reorganized Debtors shall fund distributions under the Plan, subject to the terms hereof, as applicable, with: (a) the Exit Facility; (b) the Cash proceeds from the Term Loan Purchase; (c) any encumbered and unencumbered Cash on hand, including Cash from operations or asset dispositions, of the Debtors; (d) the Glasscock Sale Proceeds; (e) the Cash proceeds from the sale of the New Common Stock pursuant to the Rights Offering and the GUC Rights Offering; (f) the Cash proceeds from the Second Lien Investment; (g) the Second Lien Notes; (h) the New Common Stock; and (i) the New Warrants. Each distribution and issuance referred to in Article VI of the Plan shall be governed by the terms and conditions set forth herein applicable to such distribution or issuance, expressly including the consent rights set forth herein, and by the terms and conditions of the instruments or other documents evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. The issuance, distribution, or authorization, as applicable, of certain securities in connection with the Plan, including the New Common Stock, the Rights, the GUC Rights, and the New Warrants will be exempt from SEC registration to the fullest extent permitted by law, as described more fully in Article VI.F below.

1.      Exit Facility.

On the Effective Date, the Reorganized Debtors shall enter into the Exit Facility. Each Holder of an Allowed Lender Claim that participates in the Exit Facility shall receive its Option

1 Pro Rata share of the (a) Exit Revolving Loans and the Revolving Commitments, (b) Exit Term A Loans (in the case of (a) and (b) by participating as a Lender under the Exit Facility), and (c) Lender Paydown, pursuant to Article III.B.4. The Exit Facility shall be on terms set forth in the Exit Facility Documents and consistent with the terms set forth in the Exit Facility Term Sheet. In addition, to the extent a Lender elects to participate in the Exit Term B Facility, such Lender shall receive its Option 2 Pro Rata Share of the Exit Term B Loans. The Exit Term B Facility shall be on terms set forth in the Exit Term B Documents.

Confirmation shall be deemed approval of the Exit Facility and Exit Term B Facility (including, respectively, the transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred and fees and expenses to be paid by the Debtors or the Reorganized Debtors in connection therewith), to the extent not previously approved by the Bankruptcy Court, and the Reorganized Debtors shall be authorized to execute and deliver those documents necessary or appropriate to obtain the Exit Facility and Exit Term B Facility, including any and all documents and Exit Facility Documents required to enter into the Exit Facility pursuant to the terms thereof and Exit Term B Facility and all collateral documents related thereto, without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any Person, subject to such modifications as the Reorganized Debtors may deem to be necessary to consummate entry into the Exit Facility and Exit Term B Facility.

2.      New Second Lien Notes.

On the Effective Date, the Reorganized Debtors shall issue the New Second Lien Notes, in accordance with the terms and conditions of the New Second Lien Notes Documents. The New Second Lien Notes Indenture for the New Second Lien Notes shall be included in the Plan Supplement.

Confirmation shall be deemed approval of the New Second Lien Notes and New Second Lien Notes Documents (including the credit extended, guarantees, Liens, and other transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred and fees, expenses, and indemnities to be paid by the Debtors or the Reorganized Debtors in connection therewith), to the extent not previously approved by the Bankruptcy Court, and the Reorganized Debtors shall be authorized to issue the New Second Lien Notes and execute, deliver, and/or ratify the New Second Lien Notes Documents and any other document necessary or appropriate to effectuate the New Second Lien Notes and New Second Lien Indenture, without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any Person, subject to such modifications as the Reorganized Debtors may deem to be necessary to consummate the issuance of the New Second Lien Notes and entry into and/or ratification of the New Second Lien Notes Documents.

Notwithstanding anything to the contrary contained in the Plan, (a) the Existing Second Lien Notes Documents shall be amended, restated, continued, and/or ratified in accordance with the New Second Lien Notes Documents, and (b) all guarantees and all Liens, mortgages, pledges, charges, security interests and other encumbrances created in favor of the Second Lien

Notes Trustee under the Existing Second Lien Notes Documents shall be amended, restated, continued and/or ratified to the extent set forth the New Second Lien Notes Documents, so that they are deemed created, continued, and/or ratified in favor of the New Second Lien Notes Trustee in accordance with the terms and conditions of the New Second Lien Notes Documents.

3.      Second Lien Investment.

On the Effective Date, the Consenting Second Lien Noteholders will purchase the Second Lien Investment Equity from Reorganized VNR Finance, in accordance with the terms and conditions of the Second Lien Investment Agreement. The Second Lien Investment will be fully backstopped by certain Backstop Parties in accordance with and subject to the terms and conditions of the Backstop Agreement.

Confirmation shall be deemed approval of the Second Lien Investment (including the transactions contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred and fees and expenses to be paid by the Debtors or the Reorganized Debtors in connection therewith), to the extent not previously approved by the Bankruptcy Court, and the Reorganized Debtors shall be authorized to execute and deliver those documents necessary or appropriate to obtain the Second Lien Investment, including any and all documents required to enter into the Second Lien Investment, without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any Person, subject to such modifications as the Reorganized Debtors may deem to be necessary to consummate entry into the Second Lien Investment.

4.      Rights Offering for New Common Stock.

On the Effective Date, the Reorganized Debtors shall consummate the Rights Offering, which consists of the 1145 Rights Offering, the Accredited Investor Rights Offering, and the 4(a)(2) Backstop Commitment, pursuant to the terms of the Backstop Agreement and in accordance with the Rights Offering Procedures. The Rights Offering Participants shall have the right to purchase their allocated shares of New Common Stock at the per share purchase price set forth in the Backstop Agreement and the applicable Rights Offering Procedures. The Rights Offering will be backstopped by the Backstop Parties in accordance with and subject to the terms and conditions of the Backstop Agreement.

Upon exercise of the Rights by the Rights Offering Participants pursuant to the terms of the Backstop Agreement and the applicable Rights Offering Procedures, Reorganized VNR Finance shall be authorized to issue the New Common Stock issuable pursuant to such exercise in accordance with Article IV.C.5.

5.      GUC Rights Offering.

The Reorganized Debtors shall consummate the GUC Rights Offering in accordance with the GUC Rights Offering Procedures. The GUC Rights Offering Participants shall have the right to purchase their allocated shares of New Common Stock at the per share purchase price set forth in the GUC Rights Offering Procedures. GUC Rights Offering Equity shall only be issued to

Holders of Allowed Claims. Holders of Allowed General Unsecured Claims, or Disputed General Unsecured Claims (in each case that are otherwise eligible to participate in the GUC Rights Offering) that wish to participate in the GUC Rights Offering must elect to participate in the GUC Equity Pool and GUC Rights (to the extent they are Holders of General Unsecured Claims) and subscribe for their rights prior to the subscription deadline set forth in the GUC Rights Offering Procedures (which shall be prior to the Effective Date); provided that with respect to any General Unsecured Claim that arises from the rejection of an Executory Contract or Unexpired Lease, the subscription deadline shall be the later of (a) the subscription deadline set forth in the GUC Rights Offering Procedures and (b) the 30th day after the date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection. The failure to timely complete and submit a subscription form in accordance with the instructions thereto shall result in a forfeiture of the right to participate in the GUC Rights Offering. No GUC Rights Offering Equity (or New Common Stock from the GUC Equity Pool) shall be issued to Holders of Allowed General Unsecured Claims until such time as all Disputed General Unsecured Claims have been resolved. If the Holder of a Disputed Claim subscribed for a greater number of GUC Rights Offering Shares than their Allowed Claim would entitle them to subscribe for, their subscription shall be deemed reduced in accordance with the GUC Rights Offering Procedures, and if a Disputed Claim is disallowed entirely, their subscription shall be cancelled. Following the later of (a) the subscription deadline for the GUC Rights Offering, including as may be extended for certain holders of General Unsecured Claims as described above, and (b) the date all Disputed General Unsecured Claims have been resolved, the Debtors or Reorganized Debtors (as applicable) shall notify each Holder of an Allowed General Unsecured Claim to the extent any of the foregoing has validly subscribed for GUC Rights Offering Equity in the GUC Rights Offering, of the number of shares of GUC Rights Offering Equity it is entitled to purchase and the aggregate purchase price therefor, and each such Holder shall be obligated to deliver its applicable purchase price promptly as instructed in such funding notice to, or as directed by, the Debtors or Reorganized Debtors (as applicable) in satisfaction of such subscription.

The GUC Rights Offering will not be backstopped, and the GUC Rights Offering Equity shall be in addition to the Rights Offering Equity.

BY PARTICIPATING IN THE GUC RIGHTS OFFERING AND COMPLETING THE GUC SUBSCRIPTION FORM, EACH SUCH HOLDER (A) AGREES AND ACKNOWLEDGES THAT SUCH SUBSCRIPTION CONSTITUTES AN IRREVOCABLE ELECTION TO PARTICIPATE IN THE GUC RIGHTS OFFERING AND TO DEPOSIT THE REQUISITE SUBSCRIPTION PRICE UPON RECEIPT OF A FUNDING NOTICE, AND (B) AGREES AND AFFIRMATIVELY CONSENTS (I) TO BE BOUND BY THE TERMS OF THE GUC RIGHTS OFFERING, (II) TO BE BOUND BY FEDERAL COURT ORDER OF THE BANKRUPTCY COURT TO FUND THE AGGREGATE SUBSCRIPTION PRICE AND TO BE LIABLE TO THE DEBTORS OR REORGANIZED DEBTORS (AS APPLICABLE) TO THE EXTENT OF ANY NONPAYMENT THEREOF, (III) TO BE LIABLE TO THE DEBTORS OR REORGANIZED DEBTORS (AS APPLICABLE) FOR ANY AND ALL COSTS OF COLLECTION INCURRED IN RESPECT THREOF, AND (IV) TO SUBMIT TO

THE JURISDICTION OF THE BANKRUPTCY COURT IN CONNECTION WITH THE GUC RIGHTS OFFERING AND ALL MATTERS RELATED THERETO.

Upon exercise of the GUC Rights by the GUC Rights Offering Participants pursuant to the terms of the GUC Rights Offering Procedures, Reorganized VNR Finance shall be authorized to issue the New Common Stock issuable pursuant to such exercise in accordance in accordance with Article IV.C.6.

6.      New Common Stock.

Reorganized VNR Finance shall be authorized to issue the New Common Stock to certain Holders of Claims or Equity Interests pursuant to Article III.B. Reorganized VNR Finance shall issue all securities, instruments, certificates, and other documents required to be issued by it with respect to all such shares of New Common Stock. All such New Common Stock issued pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessable.

Except as provided below, the New Common Stock distributed under the Plan will be issued in book-entry form through the direct registry system of the transfer agent and DTC. The ownership interest of each holder of such New Common Stock, and transfers of ownership interests therein, will be recorded on the records of the transfer agent and the direct and indirect participants in DTC. To receive Distributions of New Common Stock through DTC, Holders of Senior Notes Claims, Holders of General Unsecured Claims, Holders of Second Lien Note Claims, and Holders of VNR Preferred Units will be required to designate a direct or indirect participant in DTC with whom such holder has an account into which such New Common Stock may be deposited. The New Common Stock issuable to holders of VNR Preferred Units will, with respect to VNR Preferred Units held through DTC, be delivered by the Disbursing Agent to the holders of VNR Preferred Units through DTC (via mandatory exchange, if applicable), and holders that do not hold their VNR Preferred Units in DTC may designate a direct or indirect participant in DTC with whom such holder has an account into which such New Common Stock may be deposited or have their shares issued in book-entry form on the register of the transfer agent.

7.      New Warrants.

Reorganized VNR Finance shall be authorized to issue the New Warrants to certain Holders of Equity Interests pursuant to Article III.B. Each New Warrant will, subject to the antidilution adjustments described below and in the Warrant Agreement, be exercisable for one share of New Common Stock.

The Warrant Agreement shall contain provisions for the adjustment of the exercise price and shares of New Common Stock issuable upon exercise following stock splits, stock dividends, and similar combinations or subdivisions of the New Common Stock.

Except as provided below, all New Warrants distributed under the Plan will be issued in book-entry form through the direct registry system of the warrant agent and DTC. The warrant agent will be the transfer agent for the New Common Stock. The ownership interest of each

holder of such New Warrants, and transfers of ownership interests therein, will be recorded on the records of the warrant agent and the direct and indirect participants in DTC. Holders of VNR Preferred Units or VNR Common Units that hold such Equity Interests in DTC will receive their New Warrants by deposit to the account of a direct or indirect participant in DTC in which such VNR Preferred Units or VNR Common Units are held. Holders that do not hold their VNR Preferred Units or VNR Common Units in DTC may designate a direct or indirect participant in DTC with whom such holder has an account into which such New Warrants may be deposited or have their New Warrants issued in book-entry form on the register of the warrant agent for the New Warrants. Beneficial owners of the New Warrants will be required to follow the procedures that DTC or its direct or indirect participants, or the warrant agent for the New Warrants, as applicable, may establish for exercising their rights in respect of the New Warrants, including exercise and transfer thereof. New Common Stock issuable upon exercise of such New Warrants will be issued in book-entry form and held through DTC or the warrant agent for the New Warrants, as applicable.

Except as otherwise provided in the Plan, each Debtor shall continue to exist after the Effective Date as a separate corporate Entity, limited liability company, partnership, or other form, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective certificate of incorporation and by-laws (or other formation documents) in effect before the Effective Date, except to the extent such certificate of incorporation and by-laws (or other formation documents) are amended under the Plan or otherwise, and to the extent such documents are amended, such documents are deemed to be amended pursuant to the Plan and require no further action or approval (other than any requisite filings required under applicable state or federal law).

On the Effective Date, and pursuant to any mergers, amalgamations, consolidations, arrangements, agreements, continuances, restructurings, transfers, conversions, dispositions, liquidations, dissolutions, or other corporate transactions that the Debtors reasonably determine are necessary to consummate the Plan (and as will be further described in the Restructuring Transactions Chart), it is contemplated that:

1.      Reorganized VNR Finance will issue New Common Stock to the Rights Offering Participants, the GUC Rights Offering Participants, and the Second Lien Investors in exchange for Cash, and Reorganized VNR will surrender all of its interest in the stock of Reorganized VNR Finance for no consideration;

2.      VNR will convey all of its assets, including its Equity Interests in all of its subsidiaries, to Reorganized VNR Finance, and in exchange therefor Reorganized VNR Finance will assume certain secured indebtedness of Reorganized VNR (and subsidiaries) and will issue to Reorganized VNR shares of New Common Stock, the New Warrants, and Cash from the Rights Offering; and

3.      All of the distributions contemplated under the Plan will be made by Reorganized VNR Finance and Reorganized VNR as the Disbursing Agent, or such other Person as may be designated by the Reorganized Debtors as Disbursing Agent. No Disbursing Agent will be required to give any bond, surety, or other security for the performance of its duties.

Except as otherwise provided in the Plan, on the Effective Date, all property in each Estate, all Causes of Action, and any property acquired by any of the Debtors pursuant to the Plan shall vest in each applicable Reorganized Debtor, free and clear of all Liens, Claims, charges or other encumbrances. Except as otherwise provided in the Plan, on and after the Effective Date, each of the Reorganized Debtors may operate its business and may use, acquire, or dispose of property and compromise or settle any Claims, Equity Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. For the avoidance of doubt, on the Effective Date, all rights and obligations of the Debtors with respect to the Backstop Agreement shall vest in the applicable Reorganized Debtors, and the Reorganized Debtors will be deemed to assume all such obligations.

Except as otherwise set forth in the Plan or the Confirmation Order, on and after the Effective Date, all notes, instruments, certificates, agreements, indentures, mortgages, security documents, and other documents evidencing Claims or Equity Interests, including Other Secured Claims, Senior Notes Claims, and Equity Interests in VNR, shall be deemed canceled, surrendered, and discharged without any need for further action or approval of the Bankruptcy Court or any Holder or other Person and the obligations of the Debtors or the Reorganized Debtors, as applicable, thereunder or in any way related thereto shall be deemed satisfied in full and discharged, and the Senior Notes Trustees shall be released from all duties thereunder; provided, however, that notwithstanding Confirmation or Consummation, any such indenture or agreement that governs the rights of the Holder of a Claim shall continue in effect solely for purposes of: (a) allowing Holders to receive distributions under the Plan; (b) allowing the Senior Notes Trustees to enforce their rights, claims, and interests vis-à-vis any parties other than the Debtors; (c) allowing the Senior Notes Trustees to make distributions in accordance with the Plan (if any), as applicable; (d) preserving any rights of the Senior Notes Trustees to payment of fees, expenses, and indemnification obligations as against any money or property distributable to the Holders under the relevant indenture or the Intercreditor Agreement, including any rights to priority of payment and/or to exercise the Indenture Trustee Charging Liens; (e) allowing the Senior Notes Trustees to enforce any obligations owed to each of them under the Plan; (f) allowing the Senior Notes Trustees to exercise rights and obligations relating to the interests of the Holders under the relevant indentures; (g) allowing the Senior Notes Trustees to appear in the Chapter 11 Cases or in any proceeding in the Bankruptcy Court or any other court; and (h) permitting the Senior Notes Trustees to perform any functions that are necessary to effectuate the foregoing; provided , further, however , that except as provided below, the preceding proviso shall not affect the discharge of Claims or Equity Interests pursuant to the Bankruptcy Code, the

Confirmation Order, or the Plan, or result in any expense or liability to the Debtors or Reorganized Debtors, as applicable. Except for the foregoing, the Senior Notes Trustees and their respective agents shall be relieved of all further duties and responsibilities related to the Senior Notes Indentures and the Plan, except with respect to such other rights of such Senior Notes Trustees that, pursuant to the applicable Senior Notes Indentures, survive the termination of such indentures. Subsequent to the performance by each Senior Notes Trustee of its obligations pursuant to the Plan, each Senior Notes Trustee and its agents shall be relieved of all further duties and responsibilities related to the applicable indenture.

The issuance of the New Second Lien Notes, New Common Stock (including the New Common Stock to be issued to the Second Lien Investors), and New Warrants, shall be authorized without the need for any further corporate action or without any further action by a Holder of a Claim or Equity Interest. The Disbursing Agent will be the transfer agent, registrar, and redemption agent for the New Common Stock and the New Warrants.

On the Effective Date, all actions contemplated under the Plan with respect to the applicable Debtor or Reorganized Debtor shall be deemed authorized and approved in all respects, including: (a) implementation of the Restructuring Transactions; (b) selection of, and the election or appointment (as applicable) of, the directors and officers for the Reorganized Debtors; (c) execution and delivery of the Exit Facility Documents; (d) execution and delivery of the New Second Lien Notes Documents; (e) approval and adoption of (and, as applicable, the execution, delivery, and filing of) the New Organizational Documents; (f) the issuance and distribution of the New Common Stock in accordance with Plan; (g) the issuance and distribution of the New Common Stock to the Second Lien Investors; (h) the issuance and distribution of the New Warrants in accordance with the Plan; (i) the issuance and distribution of the Rights and the GUC Rights and the subsequent issuance and distribution of the New Common Stock issuable upon the exercise of the Rights and the GUC Rights; (j) payment, in Cash, of all amounts owed to Holders of Allowed Lender Claims pursuant to Article III of the Plan; (k) the execution and delivery of the Registration Rights Agreement; (l) the establishment and funding of the Trade Claims Distribution Pool and the GUC Cash Pool; and (m) all other actions contemplated under the Plan (whether to occur before, on, or after the Effective Date). All matters provided for herein involving the corporate structure of the Debtors or the Reorganized Debtors, as applicable, and any corporate action, authorization, or approval that would otherwise be required by the Debtors or the Reorganized Debtors in connection with the Plan shall be deemed to have occurred or to have been obtained and shall be in effect as of the Effective Date, without any requirement of further action, authorization, or approval by the Bankruptcy Court, security holders, directors, managers, or officers of the Debtors or the Reorganized Debtors or any other Person.

On or before the Effective Date, the appropriate officers of the Debtors or the Reorganized Debtors shall be authorized and, as applicable, directed to issue, execute, and deliver the agreements, documents, securities, and instruments, and take such actions,

contemplated under the Plan (or necessary or desirable to effect the transactions contemplated under the Plan) in the name of and on behalf of the Reorganized Debtors, including the Exit Facility Documents, the New Second Lien Notes Documents, the Second Lien Investment, the New Organizational Documents, the Rights Offering, the GUC Rights Offering, the Registration Rights Agreement, the GUC Cash Pool, the Trade Claims Distribution Pool, and the New Common Stock, as applicable, and any and all other agreements, documents, securities, and instruments relating to the foregoing, and all such documents shall be deemed ratified. The authorizations and approvals contemplated by this Article IV.G shall be effective notwithstanding any requirements under non-bankruptcy law.

On the Effective Date, each of the Reorganized Debtors will file each of their respective New Organizational Documents with the applicable Secretaries of State and/or other applicable authorities in its respective state of incorporation or formation in accordance with the applicable laws of the respective state of incorporation or formation, to the extent required for such New Organizational Documents to become effective. Pursuant to section 1123(a)(6) of the Bankruptcy Code, the New Organizational Documents will prohibit the issuance of non-voting equity securities. After the Effective Date, the Reorganized Debtors may amend and restate their respective New Organizational Documents and other constituent documents as permitted by the laws of their respective state of incorporation and its respective New Organizational Documents and other constituent documents of the Reorganized Debtors.

As of the Effective Date, the terms of the current members of the board of directors or managers, as applicable, of each Debtor shall expire and the initial New Board shall consist of seven directors and will include: (a) two directors from current management selected by management of Debtors prior to the Effective Date and (b) five directors to be selected by the Senior Commitment Parties in accordance with the RSA. Notwithstanding anything contained herein to the contrary, the New Board shall be disclosed at or before the Confirmation Hearing.

After the Effective Date, the officers of each of the Reorganized Debtors shall be appointed in accordance with the respective New Organizational Documents. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose in the Plan Supplement the identity and affiliations of any Person proposed to serve on the initial board of directors or be an officer of each of the Reorganized Debtors. To the extent any such director or officer of the Reorganized Debtors is an “insider” under the Bankruptcy Code, the Debtors also will disclose the nature of any compensation to be paid to such director or officer. Each such director and officer shall serve from and after the Effective Date pursuant to the terms of the New Organizational Documents.

Pursuant to, and to the fullest extent permitted by, section 1146 of the Bankruptcy Code, any transfers of property pursuant to, in contemplation of, or in connection with, the Plan shall

not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer, mortgage recording tax, or other similar tax, and upon entry of the Confirmation Order, the appropriate state or local governmental officials or agents shall forgo the collection of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents pursuant to such transfers or property without the payment of any such tax, recordation fee, or governmental assessment.

On or before the Effective Date, the Debtors shall purchase and maintain directors’ and officers’ liability insurance policy coverage for the six-year period following the Effective Date for the benefit of the Debtors’ current and former directors, managers, officers and employees on terms no less favorable to such Persons than the Debtors’ existing coverage under the D&O Liability Insurance Policies with available aggregate limits of liability upon the Effective Date of no less than the aggregate limit of liability under the existing D&O Liability Insurance Policies, which shall be reasonably acceptable to the Required Consenting Senior Noteholders and the Requisite Commitment Parties.

The Confirmation Order shall authorize the New Board to adopt the New Management Incentive Plan on the terms set forth herein.

Unless otherwise provided herein and except as set forth in Article V, all employee wages, compensation, and benefit programs set forth on Exhibit A to the Plan Supplement (the “ Workforce Obligations List ”) (other than any employment, change of control, or severance type of agreement or plan) in place as of the Effective Date with the Debtors shall be assumed by the Reorganized Debtors and shall remain in place as of the Effective Date, and the Reorganized Debtors will continue to honor such agreements, arrangements, programs, and plans. Notwithstanding the foregoing, pursuant to section 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefits (as such term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid in accordance with applicable law.

On and after the Effective Date, the Reorganized Debtors, and their respective officers and the New Board, are authorized to and may issue, execute, deliver, file, or record such contracts, Securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan and the Securities authorized and/or issued, as applicable, pursuant to the Plan, including the New Common Stock, the Rights, and the GUC Rights, in the name of and on behalf of Reorganized VNR Finance, as applicable, without the need for any approvals, authorization, or consents.

In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article VIII of the Plan, the Reorganized Debtors shall retain (or shall receive from the Debtors) and may enforce all rights to commence and pursue any and all Causes of Action, whether arising before or after the Petition Date, including any actions specifically enumerated in the Plan Supplement, and the Reorganized Debtors’ rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date, other than: the Causes of Action released by the Debtors pursuant to the releases and exculpations contained in the Plan, including in Article VIII, which shall be deemed released and waived by the Debtors and the Reorganized Debtors as of the Effective Date; provided , further , that in no event shall any Cause of Action against the Lenders, the Administrative Agent, the Second Lien Notes Trustee, or the Holders of Second Lien Notes be preserved to the extent provided in the release, exculpation, injunction provisions set forth in Article VIII of the Plan. No Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of Action against it as any indication that the Debtors or the Reorganized Debtors, as applicable, will not pursue any and all available Causes of Action against it. The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan. Unless any Causes of Action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in, or according to the terms of, the Plan, including pursuant to Article VIII of the Plan, or a Bankruptcy Court order, the Reorganized Debtors expressly reserve all Causes of Action, for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of Confirmation or Consummation.

The Reorganized Debtors reserve (or receive) and shall retain the Causes of Action notwithstanding the rejection of any Executory Contract or Unexpired Lease during the Chapter 11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any Causes of Action that a Debtor may hold against any Entity shall vest in the Reorganized Debtors. The Reorganized Debtors shall have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action and to decline to do any of the foregoing without the consent or approval of any third party or further notice to or action, order, or approval of the Bankruptcy Court.

Notwithstanding any other provision in the Plan, on and after the Effective Date, all Royalty and Working Interests shall be preserved and remain in full force and effect in accordance with the terms of the granting instruments or other governing documents applicable to such Royalty and Working Interests, and no Royalty and Working Interests shall be compromised or discharged by the Plan. For the avoidance of doubt and notwithstanding anything to the contrary in the preceding sentence, any right to payment arising from a Royalty

and Working Interest, if any, shall be treated as a General Unsecured Claim under this Plan and shall be subject to any discharge and/or release provided hereunder.

Without any further notice to or action, order, or approval of the Bankruptcy Court, the Reorganized Debtors or Reorganized VNR Finance, as applicable, shall pay (to the extent not already paid) on the Effective Date any reasonable and documented unpaid fees and expenses (whether incurred before or after the Effective Date) by all of the attorneys, accountants, and other professionals, advisors, and consultants payable under (a) the Exit Facility, (b) the Backstop Agreement, (c) the Second Lien Investment Agreement, (d) the DIP Orders, and (e) the RSA, including any applicable transaction, restructuring, or similar fees for which the Debtors have agreed to be obligated.

On the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall pay in Cash all reasonable and documented unpaid Indenture Trustee Fees and Expenses that are required to be paid under the Indentures, without the need for the Indenture Trustees to file fee applications with the Bankruptcy Court without reduction to recoveries of the Holders of the Senior Notes and the Second Lien Notes, as applicable. From and after the Effective Date, the Reorganized Debtors shall pay in Cash all reasonable and documented Indenture Trustee Fees and Expenses, including, without limitation, all Indenture Trustee Fees and Expenses incurred in connection with distributions made pursuant to the Plan, the cancellation and discharge of the Senior Notes Indentures, or the transactions contemplated by the New Second Lien Notes Documents. Nothing herein shall in any way affect or diminish the right of the Indenture Trustees to exercise their respective Indenture Trustee Charging Liens against distributions to Holders of Senior Notes and Second Lien Notes, as applicable, with respect to any unpaid Indenture Trustee Fees and Expenses, as applicable.

The Reorganized Debtors or Reorganized VNR Finance, as applicable, shall pay up to $350,000 of reasonable and documented fees and expenses of the advisors to the Ad Hoc Equity Committee in addition to those provided for in paragraphs 3(a) and 3(d) of the Equity Committee Stipulation, subject to the terms of the Interim Compensation Order. No further fees and expenses of such advisors will be allowed or payable.

On the Effective Date, the applicable Consenting Senior Noteholders will consummate the Term Loan Purchase by purchasing, in the aggregate, $31,250,000 in principal amount of Exit Term A Loans on a pro rata basis from the Option 1 Lenders for an aggregate payment in Cash of $31,250,000 paid to the administrative agent for the Exit Term A Loans for the benefit of the Option 1 Lenders in accordance with their Option 1 Pro Rata Share. Without any further documentation or payment, the administrative agent for the Exit Term A Loans shall record the Term Loan Purchase in the register of the Lenders (as defined in the Exit Facility) with respect to such $31,250,000 in Exit Term A Loans.

Confirmation of the Plan shall be deemed approval of such Term Loan Purchase to the extent not previously approved by the Bankruptcy Court, and the Reorganized Debtors and the administrative agent for the Exit Term A Loans shall be authorized to execute and deliver those documents necessary or appropriate to effectuate such Term Loan Purchase without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any Person, subject to such modifications as the Reorganized Debtors may deem to be necessary to consummate such Term Loan Purchase.

The Debtors reserve the right to seek prior to, or in connection with, the Confirmation Hearing, to have the Estates of the Debtors substantively consolidated or to treat the Plan as a motion for approval of a settlement under Bankruptcy Rule 9019 regarding the issue of whether the Debtors’ Estates should be substantively consolidated, to the extent necessary for Confirmation of the Plan.

Article V.     
TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

On the Effective Date, except as otherwise provided herein, all Executory Contracts or Unexpired Leases of the Debtors, not previously assumed or rejected pursuant to an order of the Bankruptcy Court, will be deemed to be Assumed Executory Contracts or Unexpired Leases, in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than those Executory Contracts or Unexpired Leases that: (a) previously were assumed or rejected by the Debtors; (b) are identified on the Rejected Executory Contract and Unexpired Lease List; (c) are the subject of a motion to reject Executory Contracts or Unexpired Leases that is pending on the Confirmation Date; or (d) are subject to a motion to reject an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such rejection is after the Effective Date; provided , however , that any Executory Contracts (including, without limitation, indemnification obligations) that could give rise to any tax related liability for the Reorganized Debtors (including any obligations to pay taxes to any other Person) shall be deemed rejected as of the Effective Date, unless specifically set forth on the Assumed Executory Contract and Unexpired Lease List; provided , further , however , that in the event the Debtors seek to assume any existing employment agreements or other severance arrangements with management or any existing management incentive programs, the Debtors shall expressly list such agreements, arrangements, or programs on the Assumed Executory Contract and Unexpired Lease List (in each case, with the consent of the Required Consenting Senior Note Holders and the Requisite Commitment Parties, and in good-faith consultation with the Required Consenting RBL Lenders and the Creditors’ Committee), and to the extent such agreements, arrangements, or programs are not expressly listed, they shall be deemed rejected as of the Effective Date. All Executory Contracts and Unexpired Leases that are assumed by VNR shall be deemed to be assigned to Reorganized VNR Finance.

Promptly after the filing of the Rejected Executory Contract and Unexpired Lease List, the Debtors shall provide a copy of the GUC Rights Offering Procedures and subscription form to the counterparties that are identified on the Rejected Executory Contract and Unexpired Lease List. To the extent a contract counterparty properly completes a subscription form and properly subscribes for shares of GUC Rights Offering Equity, such counterparty will be deemed to have elected a distribution from the GUC Equity Pool and participation in the GUC Rights Offering on account of any Claim arising from the rejection of the applicable Executory Contract or Unexpired Lease. To the extent a counterparty does not properly subscribe for shares of GUC Rights Offering Equity on account of its Claim arising from the rejection of an Executory Contract or Unexpired Lease, such holder will be deemed to have elected a distribution from the GUC Cash Pool in respect of such claim.

Entry of the Confirmation Order by the Bankruptcy Court shall constitute a court order approving the assumptions, assumptions and assignments, or rejections of the Executory Contracts or Unexpired Leases as set forth in the Plan, the Rejected Executory Contract and Unexpired Lease List, or the Assumed Executory Contract and Unexpired Lease List pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned to a third party before the Confirmation Date, shall revest in and be fully enforceable by the Reorganized Debtors in accordance with its terms, except as such terms are modified by the Plan or any order of the Bankruptcy Court authorizing and providing for its assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the Debtors or the Reorganized Debtors, as applicable, shall have the right to alter, amend, modify, or supplement the Rejected Executory Contract and Unexpired Lease List and the Assumed Executory Contract and Unexpired Lease List at any time through and including 45 days after the Effective Date; provided , however , the Debtors shall extend the subscription period for the GUC Rights Offering with respect to any counterparty that is added to the Rejected Executory Contract and Unexpired Lease List after the expiration of the subscription period for the GUC Rights Offering.

Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, pursuant to the Plan or the Confirmation Order, if any, must be filed within 30 days after the later of: (a) the date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving such rejection; and (b) the effective date of such rejection. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease not filed within such time will be automatically disallowed, forever barred from assertion, and shall not be enforceable against the Debtors or the Reorganized Debtors, the Estates, or their property without the need for any objection by the Reorganized Debtors or further notice to, or action, order, or approval of the Bankruptcy Court or any other Entity, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed fully satisfied,

released, and discharged, notwithstanding anything in the Schedules or a Proof of Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors’ Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims against the applicable Debtor and shall be treated in accordance with the Plan, unless a different security or priority is otherwise asserted in such Proof of Claim and Allowed in accordance with Article VII of the Plan.

Any monetary defaults under each Assumed Executory Contract or Unexpired Lease shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default amount in Cash on the Effective Date, or as soon as reasonably practicable thereafter, subject to the limitation described below, or on such other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise agree. In the event of a dispute regarding (a) the amount of any payments to cure such a default, (b) the ability of the Reorganized Debtors or any assignee to provide “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be assumed, or (c) any other matter pertaining to assumption, the cure payments required by section 365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final Order resolving the dispute and approving the assumption.

On or before June 30, 2017, the Debtors will provide for notices of proposed assumption and proposed cure amounts to be sent to applicable third parties and for procedures for objecting thereto and resolution of disputes by the Bankruptcy Court. Any objection by a counterparty to an Executory Contract or Unexpired Lease to a proposed assumption or related cure amount must be filed, served, and actually received by the Debtors on or before July 14, 2017. Any counterparty to an Executory Contract or Unexpired Lease that fails to object timely to the proposed assumption or cure amount will be deemed to have consented to such assumption or proposed cure amount.

If the Bankruptcy Court determines that the Allowed Cure Claim with respect to any Executory Contract or Unexpired Lease is greater than the amount set forth in the applicable Cure Notice, the Debtors or Reorganized Debtors, as applicable, may add such Executory Contract or Unexpired Lease to the Schedule of Rejected Executory Contracts and Unexpired Leases, in which case such Executory Contract or Unexpired Lease will be deemed rejected as the Effective Date.

Assumption of any Executory Contract or Unexpired Lease shall result in the full release and satisfaction of any Claims or defaults, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under any Assumed Executory Contract or Unexpired Lease at any time before the effective date of assumption. Any Proofs of Claim filed with respect to an Assumed Executory Contract or Unexpired Lease shall be deemed disallowed and expunged, without further notice to or action, order, or approval of the Bankruptcy Court.

Rejection of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall not constitute a termination of preexisting obligations owed by the Executory Contract or Unexpired Lease counterparty or counterparties to the Debtors or the Reorganized Debtors, as applicable, under such Executory Contracts or Unexpired Leases.

Unless specifically rejected by order of the Bankruptcy Court, all of the Debtors’ insurance policies and any agreements, documents or instruments relating thereto, shall, to the extent executory, be assumed under the Plan. Nothing contained in this Article V.E shall constitute or be deemed a waiver of any Cause of Action that the Debtors or the Reorganized Debtors, as applicable, may hold against any Person, including the insurer, under any of the Debtors’ insurance policies.

Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that is assumed shall include all modifications, amendments, supplements, restatements, or other agreements that in any manner affect such Executory Contract or Unexpired Lease, and all Executory Contracts and Unexpired Leases related thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any other interests, unless any of the foregoing agreements have been previously rejected or repudiated or is rejected or repudiated under the Plan.

Unless otherwise provided herein or in the applicable Executory Contract or Unexpired Lease (as may have been amended, modified, supplemented, or restated), modifications, amendments, supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the validity, priority, or amount of any Claims that may arise in connection therewith.

Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the Rejected Executory Contract and Unexpired Lease List, nor anything contained in the Plan, shall constitute an admission by the Debtors that any such contract or lease is in fact an Executory Contract or Unexpired Lease or that any of the Reorganized Debtors has any liability thereunder. If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, the Debtors or the Reorganized Debtors, as applicable, shall have 30 days following entry of a Final Order resolving such dispute to alter its treatment of such contract or lease.

In the event that the Effective Date does not occur with respect to a Debtor, the Bankruptcy Court shall retain jurisdiction with respect to any request to extend the deadline for assuming or rejecting Unexpired Leases with respect to such Debtor pursuant to section 365(d)(4) of the Bankruptcy Code, unless such deadline(s) have expired.

Contracts and leases entered into after the Petition Date by any Debtor, including any Assumed Executory Contracts or Unexpired Leases, will be performed by the applicable Debtor or the applicable Reorganized Debtor liable thereunder in the ordinary course of their business. Accordingly, any such contracts and leases (including any Assumed Executory Contracts or Unexpired Leases) that have not been rejected as of the date of the Confirmation Date shall survive and remain unaffected by entry of the Confirmation Order.

Article VI.     
PROVISIONS GOVERNING DISTRIBUTIONS

On the applicable Distribution Date (or if a Claim or Equity Interest is not an Allowed Claim or Allowed Equity Interest on the Effective Date, on the date that such Claim or Equity Interest becomes an Allowed Claim or Allowed Equity Interest, or as soon as reasonably practicable thereafter), each Holder of an Allowed Claim or Allowed Equity Interest shall receive the full amount of the distributions provided by the Plan for Allowed Claims and Allowed Equity Interest in the applicable Class; provided , however , the Disbursing Agent shall establish reserves and make interim distributions as appropriate to Holders of Allowed General Unsecured Claims electing to participate in the GUC Cash Pool. In the event that any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date. If and to the extent that there are Disputed Claims or Disputed Equity Interests, distributions on account of any such Disputed Claims or Disputed Equity Interests shall be made pursuant to the provisions set forth in Article VII of the Plan. Except as otherwise provided in the Plan, Holders of Claims shall not be entitled to interest, dividends, or accruals on the distributions provided for in the Plan, regardless of whether such distributions are delivered on or at any time after the Effective Date.

Except as otherwise provided herein, all distributions under the Plan shall be made by the Disbursing Agent or such other Entity designated by the Reorganized Debtors as a Disbursing Agent on or after the Effective Date.

1.      Powers of the Disbursing Agent.

The Disbursing Agent shall be empowered to: (a) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under the Plan; (b) make all distributions contemplated hereby; (c) employ professionals to represent it with respect to its responsibilities; and (d) exercise such other powers as may be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Disbursing Agent to be necessary and proper to implement the provisions hereof.

2.      Expenses Incurred On or After the Effective Date.

Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and expenses incurred by the Disbursing Agent on or after the Effective Date (including taxes) and any reasonable compensation and expense reimbursement claims made by the Disbursing Agent shall be paid in Cash by the Reorganized Debtors.

1.      Record Date for Distribution.

On the Distribution Record Date, all transfer ledgers, transfer books, registers and any other records maintained by the designated transfer agents with respect to ownership of any Claims or Equity Interests will be closed and, for purposes of this Plan, there shall be no further changes in the record Holders of such Claims or Equity Interests. The Debtors or the Reorganized Debtors shall have no obligation to recognize the transfer of any Claims or Equity Interests occurring after the Distribution Record Date, and will be entitled for all purposes to recognize and deal only with the Holder of any Claim or Equity Interest as of the close of business on the Distribution Record Date, as reflected on such ledgers, books, registers, or records. For the avoidance of doubt, on the Distribution Record Date, the Claims Register shall be closed and the Disbursing Agent shall be entitled to recognize, with respect to Holders of Claims, only those record Holders listed on the Claims Register as of the close of business on the Distribution Record Date, provided, however, that the Distribution Record Date shall not apply to publicly held securities (including, without limitation, the Second Lien Notes Claims and Senior Notes Claims).

2.      Delivery of Distributions in General.

Except as otherwise provided in the Plan, the Disbursing Agent shall make distributions to Holders of Allowed Claims and Allowed Equity Interests at the address for each such Holder as indicated on the Debtors’ records as of the Distribution Record Date, provided, however , that, the Distribution Record Date shall not apply to publicly held securities (including, without limitation, the Second Lien Notes Claims and Senior Notes Claims). Subject to the immediately preceding sentence, the manner of distributions under the Plan shall be determined at the discretion of the Reorganized Debtors, and the address for each Holder of an Allowed Claim or Allowed Equity Interest shall be deemed to be the address set forth in any Proof of Claim, as applicable, filed by that Holder.

3.      Delivery of Distributions on Lender Claims.

Except as otherwise provided in the Plan, all distributions on account of Allowed Lender Claims shall be governed by the Credit Agreement and shall be deemed completed when received by the Administrative Agent, which shall be deemed the Holder of such Allowed Lender Claims for purposes of distributions to be made hereunder. The Administrative Agent shall hold or direct such distributions for the benefit of the Holders of Allowed Lender Claims for the benefit of the Holders of Allowed Lender Claims, as applicable. As soon as practicable following compliance with the requirements set forth in this Article VI, the Administrative Agent shall arrange to deliver or direct the delivery of such distributions to or on behalf of the Holders of Lender Claims.

4.      Delivery of Distributions on Second Lien Notes Claims.

Except as otherwise provided in the Plan or reasonably requested by the Second Lien Notes Trustee, all distributions to Holders of Allowed Second Lien Notes Claims shall be deemed completed when made to the Second Lien Notes Trustee, which shall be deemed to be the Holder of all Allowed Second Lien Notes Claims for purposes of distributions to be made hereunder. The Second Lien Notes Trustee shall hold or direct such distributions for the benefit of the Holders of Allowed Second Lien Notes Claims. As soon as practicable in accordance with the requirements set forth in this Article VI, the Second Lien Notes Trustee shall arrange to deliver such distributions to or on behalf of such Holders.

If the Second Lien Notes Trustee is unable to make, or consents to the Reorganized Debtors making, such distributions, the Reorganized Debtors, with such Second Lien Notes Trustee’s cooperation, shall make such distributions to the extent reasonably practicable to do so. As to any Holder of an Allowed Second Lien Notes Claims that is held in the name of, or by a nominee of DTC, the Debtors or the Reorganized Debtors, as applicable, shall seek the cooperation of DTC so that such distribution shall be made through the facilities of DTC on or as soon as practicable on or after the Effective Date.

5.      Delivery of Distributions on Senior Notes Claims.

Except as otherwise provided in the Plan or reasonably requested by the Senior Notes Trustees, all distributions to Holders of Allowed Senior Notes Claims shall be deemed completed when made to the applicable Senior Notes Trustee. The Senior Notes Trustees shall hold or direct such distributions for the benefit of the Holders of Allowed Senior Notes Claims. As soon as practicable in accordance with the requirements set forth in this Article VI, the Senior Notes Trustees shall arrange to deliver such distributions to or on behalf of such Holders, subject to each Senior Notes Trustee’s Indenture Trustee Charging Liens. If the Senior Notes Trustees are unable to make, or consents to the Reorganized Debtors making, such distributions, the Reorganized Debtors, with the Senior Notes Trustees’ cooperation, shall make such distributions to the extent practicable to do so (provided that until such distributions are made, each Senior Notes Trustee’s Indenture Trustee Charging Liens shall attach to the property to be distributed in the same manner as if such distributions were made through the Senior Notes Trustees). The Senior Notes Trustees shall have no duties or responsibility relating to any form of distribution

that is not DTC eligible and the Debtors or the Reorganized Debtors, as applicable, shall seek the cooperation of DTC so that any distribution on account of an Allowed Senior Notes Claim that is held in the name of, or by a nominee of, DTC, shall be made through the facilities of DTC on the Effective Date or as soon as practicable thereafter.

6.      Delivery of Distributions to Holders of General Unsecured Claims.

The Debtors, in consultation with the Creditors’ Committee pre-Effective Date, and Reorganized Debtors, as applicable, will, in their reasonable discretion determine the Disbursing Agent’s method for a timely distribution of all Cash to Holders of Allowed General Unsecured Claims pursuant to the Plan.

7.      Delivery of Distributions to Holders of Trade Claims.

The Debtors, in consultation with the Creditors’ Committee pre-Effective Date, and Reorganized Debtors, as applicable, will, in their reasonable discretion determine the Disbursing Agent’s method for a timely distribution of all Cash to Holders of Allowed Trade Claims pursuant to the Plan.

8.      Delivery of New Common Stock and New Warrants.

On the Effective Date, the Disbursing Agent shall distribute (a) the Second Lien Investment Equity to the Second Lien Investors, (b) the Senior Notes Distribution to Holders of Allowed Senior Notes Claims, (c) subject to Article III.B.7, New Common Stock from the GUC Equity Pool to Holders of Allowed General Unsecured Claims electing such distribution in accordance therewith, (d) subject to Article III.B.12, the VNR Preferred Unit Equity Distribution and VNR Preferred Unit New Warrants to Holders of VNR Preferred Units, (e) subject to Article III.B.13, the VNR Common Unit New Warrants to Holders of VNR Common Units, and (f) the Backstop Premium to the Backstop Parties. Notwithstanding anything set forth herein, in the Plan or the Confirmation Order, the Senior Notes Trustee shall not be required or otherwise obligated to distribute any New Common Stock or any other securities or distributions contemplated by the Plan that do not meet the eligibility requirements of the DTC.

9.      No Fractional Distributions.

No fractional shares of New Common Stock or New Warrants shall be distributed and no Cash shall be distributed in lieu of such fractional amounts. When any distribution pursuant to the Plan on account of an applicable Allowed Claim would otherwise result in the issuance of a number of shares of New Common Stock or New Warrants that is not a whole number, the actual distribution of shares of New Common Stock or New Warrants shall be rounded as follows: (a) fractions of one-half (½) or greater shall be rounded to the next higher whole number and (b) fractions of less than one-half (½) shall be rounded to the next lower whole number with no further payment therefor; provided , however , that fractional shares rounding determinations with respect to the Rights Offering shall be subject to the applicable Rights Offering Procedures and the Backstop Agreement. The total number of authorized shares of New Common Stock or New

Warrants to be distributed to Holders of Allowed Claims or Equity Interests shall be adjusted as necessary to account for the foregoing rounding.

10.      Minimum Distribution.

No Cash payment of less than $25.00 shall be made to a Holder of an Allowed Claim on account of such Allowed Claim.

11.      Undeliverable Distributions and Unclaimed Property.

In the event that any Holder fails to present a check for payment or any distribution to any Holder is returned as undeliverable, no distribution to such Holder shall be made unless and until the Disbursing Agent has determined the then-current address of such Holder, at which time such distribution shall be made to such Holder without interest; provided , however , that such distributions shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of six (6) months from the later of (a) the Effective Date or (b) the date of such distribution. After such date, all unclaimed property or interests in property shall revert to the applicable Reorganized Debtor(s) automatically and without need for a further order by the Bankruptcy Court (notwithstanding any applicable federal or state escheat, abandoned, or unclaimed property laws to the contrary), and any claim of any Holder to such property shall be fully discharged, released, and forever barred.

Unless as otherwise set forth herein, all distributions of Cash, the New Common Stock, the New Warrants, the Rights, and the GUC Rights, as applicable, to the Holders of Allowed Claims under the Plan shall be made by the Disbursing Agent. At the option of the Disbursing Agent, any Cash payment to be made under the Plan may be made by check or wire transfer or as otherwise required or provided in applicable agreements.

Each of the New Common Stock, the New Warrants, the Rights, and the GUC Rights are or may be “securities,” as defined in Section 2(a)(1) of the Securities Act, section 101 of the Bankruptcy Code, and applicable state securities laws.

All shares of the New Common Stock, the New Warrants, the Rights (and any shares issuable upon the exercise thereof), and the GUC Rights (and any shares issuable upon the exercise thereof) and shares issuable as part of the Backstop Premium, will be issued pursuant to the exemptions from registration in reliance upon section 1145 of the Bankruptcy Code or section 4(a)(2) of the Securities Act, as applicable. The New Common Stock issued in the GUC Rights Offering, the Accredited Investor Rights Offering, and the 4(a)(2) Backstop Commitment, all unsubscribed shares of New Common Stock issued to the Backstop Parties pursuant to the Backstop Agreement (which, for the avoidance of doubt, shall exclude any shares issued on account of the Backstop Premium), and all New Common Stock issued to an entity that is an “underwriter” as defined in subsection (b) of section 1145 of the Bankruptcy Code will be issued

in reliance upon section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder. All shares of New Common Stock issued in reliance upon section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder will be considered “restricted securities” and may not be transferred except pursuant to an effective registration statement under the Securities Act or an available exemption therefrom.

Pursuant to section 1145 of the Bankruptcy Code, the issuance of (a) the New Common Stock to the Holders of VNR Preferred Units, (b) the New Warrants (and the New Common Stock issuable upon exercise thereof) to the Holders of VNR Preferred Units and VNR Common Units (c) the 1145 Rights (including shares of New Common Stock issuable upon the exercise thereof other than the unsubscribed shares of New Common Stock issued to the Backstop Parties pursuant to the Backstop Agreement), (d) shares of New Common Stock issuable as part of the Backstop Premium, and (e) the New Common Stock issued from the GUC Equity Pool, and (f) any other securities issued in reliance on section 1145 of the Bankruptcy Code, are exempt from, among other things, the registration requirements of Section 5 of the Securities Act and any other applicable U.S. state or local law requiring registration before the offering, issuance, distribution, or sale of such securities. Each of the foregoing securities (a) is not a “restricted security” as defined in Rule 144(a)(3) under the Securities Act, and (b) is freely tradable and transferable by any initial recipient thereof that (i) at the time of transfer, is not an “affiliate” of the Reorganized VNR Finance as defined in Rule 144(a)(1) under the Securities Act and has not been such an “affiliate” within 90 days of such transfer, and (ii) is not an entity that is an “underwriter” as defined in subsection (b) of section 1145 of the Bankruptcy Code.

The New Common Stock issued in the GUC Rights Offering, the Accredited Investor Rights Offering, and the 4(a)(2) Backstop Commitment, the unsubscribed New Common Stock purchased by the Backstop Parties pursuant to the Backstop Agreement (which, for the avoidance of doubt, shall exclude any shares issued on account of the Backstop Premium) and all New Common Stock issued to an entity that is an “underwriter” as defined in subsection (b) of section 1145 of the Bankruptcy Code will be issued without registration under the Securities Act in reliance upon section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder. Only Holders that are “accredited investors” (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act) will be eligible to participate in the Accredited Investor Rights Offering and, to the extent applicable, the 4(a)(2) Backstop Commitment. To the extent issued in reliance on section 4(a)(2) of the Securities Act or Regulation D thereunder, each will be “restricted securities” subject to resale restrictions and may be resold, exchanged, assigned or otherwise transferred only pursuant to registration, or an applicable exemption from registration under the Securities Act and other applicable law. Should the Reorganized Debtors elect on or after the Effective Date to reflect any ownership of the New Common Stock through the facilities of DTC, the Reorganized Debtors need not provide any further evidence other than the Plan or the Confirmation Order with respect to the treatment of the New Common Stock or under applicable securities laws.

DTC shall be required to accept and conclusively rely upon the Plan and Confirmation Order in lieu of a legal opinion regarding whether any of the New Common Stock issuable upon

exercise of the Rights and the GUC Rights, as applicable, are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services.

Notwithstanding anything to the contrary in the Plan, no entity (including, for the avoidance of doubt, DTC, but excluding the New Second Lien Notes Trustee and the Exit Facility Agent) may require a legal opinion regarding the validity of any transaction contemplated by the Plan, including, for the avoidance of doubt, whether the New Common Stock issuable upon exercise of the Rights and the GUC Rights, are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services.

In connection with the Plan, as applicable, the Debtors and the Reorganized Debtor(s) shall comply with all tax withholding and reporting requirements imposed on them by any Governmental Unit with respect to distributions pursuant to the Plan. Notwithstanding any provision herein to the contrary, the Debtors, the Reorganized Debtors, and the Disbursing Agent shall be authorized to take all actions necessary to comply with such withholding and reporting requirements, including liquidating a portion of the distribution to be made under the Plan to generate sufficient funds to pay applicable withholding taxes, withholding distributions pending receipt of information necessary to facilitate such distributions, and establishing any other mechanisms they believe are reasonable and appropriate to comply with such requirements. The Debtors and the Reorganized Debtors reserve the right to allocate all distributions made under the Plan in compliance with all applicable wage garnishments, alimony, child support, and other spousal awards, liens, and encumbrances.

Unless otherwise specifically provided for in the Plan or the Confirmation Order, and notwithstanding any documents that govern the Debtors’ prepetition funded indebtedness to the contrary, postpetition and/or default interest shall not accrue or be paid on any Claims and no Holder of a Claim shall be entitled to (a) interest accruing on or after the Petition Date on any such Claim or (b) interest at the contract default rate, as applicable.

Unless otherwise provided for in the Plan or the Confirmation Order, the Debtors and Reorganized Debtors, as applicable, may, but shall not be required to, setoff against or recoup any payments or distributions to be made pursuant to the Plan in respect of any Claims or Equity Interests of any nature whatsoever that the Debtors or the Reorganized Debtors may have against the claimant, but neither the failure to do so nor the allowance of any Claim or Equity Interest hereunder shall constitute a waiver or release by the Debtors or the Reorganized Debtors of any such claim it may have against the Holder of such Claim or Equity Interest.