Exhibit
10.25


 


OMNIBUS AGREEMENT


AMONG


MAJEED S. NAMI,


ARIANA ENERGY LLC,


TRUST ENERGY COMPANY, LLC,


VANGUARD NATURAL GAS, LLC


AND


VANGUARD NATURAL RESOURCES, LLC











OMNIBUS AGREEMENT


THIS OMNIBUS AGREEMENT is entered into on, and
effective as of,                      ,
2007 (the “Execution Date”), among Vanguard Natural Resources, LLC, a
Delaware limited liability company (the “Company”), Ariana Energy LLC, a
Tennessee limited liability company (“Ariana”), Trust Energy Company, a
Kentucky limited liability company (“TEC”), Vanguard Natural Gas, LLC, a
Delaware limited liability company (“VNG”) and Majeed S. Nami (“Nami”).  The above-named entities are sometimes
referred to in this Agreement each as a “Party” and collectively as the “Parties.”


WHEREAS, the Parties desire by their execution of this
Agreement to evidence their understanding, as more fully set forth in
Article 2 of this Agreement, with respect to certain indemnification
obligations of Nami.


NOW, THEREFORE, in consideration of the premises and
the covenants, conditions and agreements contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:


ARTICLE 1

Construction


Section 1.1             Definitions.  Capitalized terms used, but not defined
herein, shall have the meanings given them in the LLC Agreement.  As used in this Agreement, the following
terms shall have the respective meanings set forth below:


“Affiliate” means, with respect to any Person,
any other Person that directly or indirectly through one or more intermediaries
controls, is controlled by or is under common control with the Person in
question.


“Agreement” means this Omnibus Agreement, as it
may be amended, modified or supplemented from time to time in accordance with
the terms hereof.


“Ariana” has the meaning given such term in the
preamble to this Agreement.


“Nami Entity” means any of Nami and Persons
controlled by Nami, in each case other than the members of the Company Group.


“Claim Notice” has the meaning provided such
term in Section 2.3(a).


“Closing Date” means April 18, 2007.


“Common Units” has the meaning given such term
in the LLC Agreement.


“Company” has the meaning given such term in
the preamble to this Agreement.


“Company Assets” means all of the
assets contributed to and/or retained by the Company Group in connection with
the Nami Restructuring Plan and includes the assets, or portions thereof,
conveyed, contributed or otherwise transferred or intended to be conveyed,
contributed 



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or otherwise transferred
to any member of the Company Group not subsequently conveyed to Vinland, or
owned by or necessary for the operation of the business, properties or assets
of any member of the Company Group, prior to or as of the Execution Date.


“Company Group” means the Company, TEC, Ariana,
VNG and any Subsidiary of any such Person.


“Conflicts Committee” has the meaning given
such term in the LLC Agreement.


“Control” or “control” means the
possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of a Person, whether through ownership of Voting
Securities, by contract or otherwise.


“Covered Counsel” has the meaning given such
term in Section 2.3(b).


“Covered Environmental Losses” means all losses, damages, liabilities,
claims, demands, causes of action, judgments, settlements, fines, penalties,
costs and expenses (including, without limitation, costs and expenses of any
Environmental Activity, court costs and reasonable attorney’s and experts’
fees) of any and every kind or character, by reason of or arising out of:


(i)            any violation or
correction of violation of Environmental Laws, including such corrections
constituting performance of any Environmental Activity; or


(ii)           any event, omission or
condition associated with ownership or operation of the Company Assets
(including the exposure to or presence of Hazardous Substances on, under, about
or migrating to or from the Company Assets or the exposure to or Release or
threatened Release of Hazardous Substances on, under, or about or from any
non-Company Asset to the extent arising out of operation of the Company Assets,
including the transport or disposal or arrangement for transport or disposal of
Hazardous Substances to such non-Company Assets) including, without limitation,
(A) the cost and expense of any Environmental Activities and (B) the cost and
expense for any environmental or toxic tort pre-trial, trial or appellate legal
or litigation support work.


but only to the extent that such violation described
in clause (i) or such events, omissions or conditions described in clause (ii)
occurred before the Closing Date.


“Direct Claim” has the meaning given such term
in Section 2.3(d).


“Environmental
Activities” shall mean any investigation, study, assessment,
evaluation, sampling, testing, monitoring, containment, removal, disposal,
closure, corrective action, remediation (regardless of whether active or
passive), natural attenuation, restoration, bioremediation, response, repair,
corrective measure, cleanup or abatement that is required or necessary under
any applicable Environmental Law, including institutional or engineering
controls or participation in a governmental voluntary cleanup program to
conduct voluntary investigatory and remedial actions for the clean-up, removal
or remediation of Hazardous Substances that exceed actionable levels
established pursuant to Environmental Laws, or participation in a supplemental
environmental project in partial or whole mitigation of a fine or penalty.



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“Environmental
Laws” means all federal, state, and local laws, statutes, rules,
regulations, orders, judgments, ordinances, codes, injunctions, decrees,
Environmental Permits and other legally enforceable requirements and rules of
common law relating to (a) pollution or protection of the environment or
natural resources including, without limitation, the federal Comprehensive
Environmental Response, Compensation and Liability Act, the Superfund
Amendments and Reauthorization Act, the Resource Conservation and Recovery Act,
the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Toxic
Substances Control Act, the Oil Pollution Act of 1990, the Hazardous Materials
Transportation Law, the Marine Mammal Protection Act, the Endangered Species
Act, the National Environmental Policy Act and other environmental conservation
and protection laws, each as amended through the Closing Date, (b) any Release
or threatened Release of, or any exposure of any Person or property to, any
Hazardous Substances and (c) the generation, manufacture, processing,
distribution, use, treatment, storage, transport or handling of any Hazardous
Substances.


“Environmental
Permit” means any permit, approval, identification number, license,
registration, consent, exemption, variance or other authorization required
under or issued pursuant to any applicable Environmental Law.


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


“Execution Date” has the meaning given such
term in the preamble to this Agreement.


“Expiration Date” has the meaning given such
term in Section 2.1.


“Governmental
Authority” means any governmental,
quasi-governmental, state, county, city or other political subdivision of the
United States or any other country, or any agency, court or instrumentality, foreign
or domestic, or statutory or regulatory body thereof.


“Hazardous
Substance” means (a) any substance that is designated, defined or
classified under any Environmental Law as a hazardous waste, solid waste,
hazardous material, pollutant, contaminant or toxic or hazardous substance, or
terms of similar meaning, or that is otherwise regulated under any
Environmental Law, including, without limitation, any hazardous substance as
defined under the Comprehensive Environmental Response, Compensation and Liability
Act, as amended, (b) oil as defined in the Oil Pollution Act of 1990, as
amended, including oil, gasoline, natural gas, fuel oil, motor oil, waste oil,
diesel fuel, jet fuel and other refined petroleum hydrocarbons and petroleum
products and (c) radioactive materials, asbestos containing materials or
polychlorinated biphenyls.


“Indemnified Parties” shall have the meaning
assigned to such term in Section 2.2.


“Indemnity Agreement” means the Amended and
Restated Indemnity Agreement, dated as of September 11, 2007, by and among the
Company, TEC, Ariana, VNG, Nami Resources Company L.L.C. and Vinland Energy
Eastern, LLC.


“LLC Agreement” means the Second Amended and
Restated Limited Liability Company Agreement of the Company, dated as of the
Execution Date, as such agreement is in effect on the Execution Date, to which
reference is hereby made for all purposes of this Agreement.  An amendment or modification to the LLC
Agreement subsequent to the Execution Date shall be 



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given effect for the
purposes of this Agreement only if it has received the approval that would be
required pursuant to Section 3.5 hereof if such amendment or modification
were an amendment or modification of this Agreement.


“Losses” means any liabilities, losses,
damages, awards, costs and expenses (including reasonable fees and expenses of
counsel, consultants, experts and other professional fees and any and all costs
and expenses (including reasonable legal fees and accounting fees)).


“Nami” has the meaning given such term in the
preamble to this Agreement.


“Nami Restructuring Plan” means the
restructuring plan involving the Company Group as described in the Registration
Statement.


“Person” means a natural person, corporation,
partnership, joint venture, trust, limited liability company, unincorporated
organization or any other entity, including any Governmental Authority.


“Prospectus” means the final prospectus, dated
September       , 2007, relating to the initial
public offering of common units representing limited liability company interests
in the Company, as filed with Securities and Exchange Commission pursuant to
Rule 424(b) under the Securities Act of 1933.


“Registration Statement”
means the Registration Statement on Form S-1 (Registration No. 333-142363)
filed with the Securities and Exchange Commission with respect to the initial
public offering of Common Units by the Company.


“Release” means any release, spill, emission,
leaking, pumping, migrating, injecting, deposit, disposal, discharge,
dispersal, or leaching into the indoor or outdoor environment, including into
or out of any real property.


“Subsidiary” has the meaning given such term in
the LLC Agreement.


“Tax Authority” means any Governmental
Authority having jurisdiction over the assessment, determination, collection or
imposition of any Tax.


“Tax Returns” means any report, return,
election, document, estimated tax filing, declaration or other filing provided
to any Tax Authority, including any amendments thereto.


“Taxes” means (i) all taxes, assessments,
charges, duties, levies, imposts, unclaimed property and escheat obligations or
other similar charges imposed by a Governmental Authority, including all
income, franchise, profits, capital gains, capital stock, transfer, gross
receipts, sales, use, transfer, service, occupation, excise, severance,
windfall profits, premium, stamp, license, payroll, employment, social
security, unemployment, disability, environmental (including taxes under Code
section 59A), alternative minimum, add-on, value-added, withholding and other
taxes, assessments, charges, duties, levies, imposts or other similar charges
of any kind whatsoever (whether payable directly or by withholding and whether
or not requiring the filing of a Tax Return), and all estimated taxes,
deficiency assessments, additions to tax, additional amounts imposed by any
Governmental Authority, penalties and interest, but excluding any and 



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all ad valorem, property
or similar taxes; (ii) any liability for the payment of any amount of the
type described in the immediately preceding clause (i) as a result of
being a member of a consolidated, affiliated, unitary, combined, or similar
group with any other corporation or entity at any time on or prior to the
Closing Date; and (iii) any liability for the payment of any amount of the
type described in the preceding clauses (i) or (ii) whether as a result of
contractual obligations to any other Person or operation of law.


“TEC” has the meaning given such term in the
preamble to this Agreement.


“Third-Party Claim” has the meaning provided such
term in Section 2.3(a).


“VNG” has the meaning given such term in the
preamble to this Agreement.


“Voting Securities” means securities of any
class of Person entitling the holders thereof to vote in the election of
members of the board of directors or other similar governing body of the
Person.


Section 1.2             Construction.  Unless the context requires otherwise:
(a) any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns
and verbs shall include the plural and vice versa; (b) references to
Articles and Sections refer to Articles and Sections of this Agreement; and
(c) the term “include” or “includes” means includes, without limitation,
and “including” means including, without limitation.


ARTICLE 2

Indemnification


Section 2.1             Survival.  Any right of indemnification or reimbursement
pursuant to this Article 2 shall expire with respect to (a) Losses
arising from any matters covered by Section 2.2(a), at the close of
business Houston, Texas time on the date that is 60 days after the expiration
of the applicable statute of limitations; (b) Losses arising from any matters
covered by Section 2.2(b) or Section 2.2(e), at the close of business
Houston, Texas time on the third anniversary of the Closing Date; (c) Losses
arising from any matters covered by Section 2.2(c), at the close of
business Houston, Texas time on the first anniversary of the Closing Date; and
(d) Losses arising from any matters covered by Section 2.2(d), at the close
of business Houston, Texas time on April 18, 2009 (each, an “Expiration Date”);
unless on or prior to the applicable Expiration Date, Nami has received written
notice in good faith from the Indemnified Party of such breach, inaccuracy or
non-fulfillment, in which case the Indemnified Party may continue to pursue its
right to indemnification or reimbursement hereunder beyond the applicable
Expiration Date with respect to the matter as to which Nami has so received
such written notice.


Section 2.2             Indemnification.  Subject to the provisions of
Section 2.4, Nami shall indemnify, defend and hold harmless each entity of
the Company Group and their respective successors and permitted assigns (the “Indemnified
Parties”) from and against:


(a)           all Losses incurred or
suffered by them as a result of, relating to or arising out of any and all
Taxes that relate to or result from the income, business or operations of any
member of the Company Group prior to the Closing Date, including, but not
limited



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to, the formation of the members of the Company Group
and the Nami Restructuring Plan;


(b)           all Covered
Environmental Losses suffered or incurred by the Company Group or any
Indemnified Party relating to or arising out of the Company Assets or
operations associated therewith;


(c)           all Losses incurred or
suffered by them as a result of, relating to or arising out of the failure of
the Company Group to have on the Closing Date any consent or governmental
permit that renders the Company Group unable to use or operate the Company
Assets in substantially the same manner that the Company Assets were owned and
operated by Nami and his Affiliates immediately prior to the Closing Date as
described in the Registration Statement;


(d)           all Losses incurred or
suffered by them as a result of, relating to or arising out of all assets and
liabilities conveyed out of the Company Group, other than the mere fact of such
conveyances, in the separation with Vinland Energy Eastern, LLC or its
Affiliates (excluding members of the Company Group) (collectively, “Vinland”);
and


(e)           all Losses incurred or
suffered by them as a result of, relating to or arising out of the failure of
the Company Group to be the owner of valid and indefeasible easement rights,
leasehold and/or fee ownership interests in and to the lands on which are
located any Company Assets, including, without limitation, oil, gas and mineral
leases (including wells), and such failure renders the Company Group liable or
unable to use or operate the Company Assets in substantially the same manner
that the Company Assets were used and operated by Nami and his Affiliates
immediately prior to the Closing Date as described in the Registration
Statement;


Section 2.3             Indemnification Procedures.  Claims for indemnification under this
Agreement shall be asserted and resolved as follows:


(a)           If
any of the Indemnified Parties receives notice of the assertion or commencement
of any claim, demand, action, suit or proceeding made or brought by any third
party (a “Third-Party Claim”) against such Indemnified Party with
respect to which Nami is obligated to provide indemnification under this
Agreement, the Indemnified Party will give Nami reasonably prompt written
notice thereof (“Claim Notice”), but in no event later than 30 days
after such Indemnified Party’s receipt of such notice of such Third-Party
Claim.  The Claim Notice by the
Indemnified Party will describe the Third-Party Claim in reasonable detail,
will include copies of all available material written evidence thereof and will
indicate the estimated amount, if reasonably practicable, of the Losses that
have been or may be sustained by the Indemnified Party.  Failure to timely provide such Claim Notice
shall not affect the right of the Indemnified Party to indemnification
hereunder, except to the extent Nami is prejudiced by such delay or omission.


(b)           Nami
shall have the right to defend the Indemnified Party against such Third-Party
Claim.  If Nami notifies the Indemnified
Party in writing that Nami elects to assume the defense of the Third-Party Claim
(such election to be without prejudice to the right of Nami



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to dispute whether such claim is an indemnifiable Loss under this
Article 2), then Nami shall have the right to defend such Third-Party
Claim with counsel selected by Nami (who shall be reasonably satisfactory to
the Indemnified Party), by all appropriate proceedings, to a final conclusion
or settlement at the discretion of Nami in accordance with this
Section 2.3(b); provided, however, that the Indemnified Party may employ separate
counsel, and Nami will bear the reasonable expenses of such separate counsel (a
“Covered Counsel”), if, in the written opinion of counsel to the
Indemnified Party, use of counsel of Nami’s choice would be expected to give
rise to a conflict of interest.  Subject
to the proviso of the preceding sentence, Nami shall have full control of such
defense and proceedings, including any compromise or settlement thereof; provided that Nami shall not enter into any settlement
agreement without the written consent of the Indemnified Party (which consent
shall not be unreasonably withheld, conditioned or delayed), provided further, that such consent shall not be required if
(i) the settlement agreement contains a complete and unconditional general
release by the third party asserting the Third-Party Claim in favor of all
Indemnified Parties affected by such claim, (ii) Nami has assumed all
liability (without deduction) with regard to such settlement, and
(iii) the settlement agreement does not contain any sanction or restriction
upon the conduct of any business by the Indemnified Party or its
Affiliates.  If requested by Nami, the
Indemnified Party agrees, at the sole cost and expense of Nami, to cooperate
with Nami and his counsel in contesting any Third-Party Claim that Nami elects
to contest, including the making of any related counterclaim against the Person
asserting the Third-Party Claim or any cross-complaint against any Person.  The Indemnified Party may participate in, but
not control, any defense or settlement of any Third-Party Claim controlled by
Nami pursuant to this Section 2.3(b), and the Indemnified Party shall bear
its own costs and expenses with respect to such participation except with
respect to any Covered Counsel.


(c)           If
Nami does not notify the Indemnified Party that Nami elects to defend the
Indemnified Party pursuant to Section 2.3(b), then the Indemnified Party
shall have the right to defend, and be reimbursed for its reasonable cost and
expense (but only if the Indemnified Party is actually entitled to indemnification
hereunder) with respect to the Third-Party Claim with counsel selected by the
Indemnified Party (who shall be reasonably satisfactory to Nami), by all
appropriate proceedings, which proceedings shall be prosecuted diligently by
the Indemnified Party.  In such
circumstances, the Indemnified Party shall defend any such Third-Party Claim in
good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter
into any compromise or settlement of such Third-Party Claim if indemnification
is to be sought hereunder, without Nami’s consent (which consent shall not be
unreasonably withheld, conditioned or delayed). 
Nami may participate in, but not control, any defense or settlement
controlled by the Indemnified Party pursuant to this Section 2.3(c), and
Nami shall bear his own costs and expenses with respect to such participation.


(d)           Subject
to the other provisions of this Article 2, a claim for indemnification for
any matter not involving a Third-Party Claim (a “Direct Claim”) may be
asserted by written notice to Nami.  Such
notice by the Indemnified Party will describe the Direct Claim in reasonable
detail, will include copies of all available material written evidence thereof
and will indicate the estimated amount, if reasonably practicable, of Losses
that have been or may be sustained by the Indemnified Party.  Nami will have a period of 30 days within
which to respond in writing to such Direct Claim.  If Nami does not so respond within such 30-



 7
 








day period, Nami will be deemed to have rejected such claim, in which
event the Indemnified Party will be free to pursue such remedies as may be
available to the Indemnified Party on the terms and subject to the provisions
of this Agreement.


(e)           In
the event an Indemnified Party shall recover Losses in respect of a claim of
indemnification under this Article 2, no other Indemnified Party shall be
entitled to recover the same Losses in respect of a claim for indemnification.


Section 2.4            Limitations on
Liability.  Notwithstanding anything
to the contrary herein:


(a)           in
no event shall Nami’s aggregate liability arising out of or relating to (i) the
matters specified in Section 2.2(b) exceed $1,500,000.00; (ii) the matters
specified in Section 2.2(c) exceed $1,000,000.00; and (iii) the matters
specified in Section 2.2(e) exceed (A) $15,000,000.00 for claims made
prior to the first anniversary of the Closing Date (B) $12,500,000 for claims
made prior to the second anniversary of the Closing Date and (C) $10,000,000
for claims made prior to the third anniversary of the Closing Date.


(b)           no
claims may be made against Nami for indemnification pursuant to Section 2.2(b),
Section 2.2(c), Section 2.2(d) or Section 2.2(e) unless the aggregate dollar
amount of the Losses suffered or incurred by the Indemnified Parties pursuant
to such Section 2.2(b), Section 2.2(c), Section 2.2(d) or Section 2.2(e) exceed
$250,000, after such time Nami shall be liable for the full amount of such
claims.


(c)           no
Indemnified Party shall be entitled to indemnification under this
Article 2 for any Losses to the extent that such Person has received
insurance proceeds or reimbursement payments from any third party in respect of
such Loss.  Each member of the Company
Group agrees to use its commercially reasonable best efforts to realize any
applicable insurance proceeds or to recover any amounts under contractual
indemnity or reimbursement rights available to such Person.


Section 2.5            Exclusive Remedy.


(a)           Notwithstanding
anything to the contrary herein, the indemnity provisions in this
Article 2 and the Indemnity Agreement shall constitute the sole and
exclusive remedies of all Indemnified Parties under or by reason of any of the
matters specified in this Agreement.


(b)           NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN, NAMI SHALL NOT BE LIABLE FOR PUNITIVE,
EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST BENEFITS, LOSS OF
ENTERPRISE VALUE, DIMINUTION IN VALUE OF ANY BUSINESS, DAMAGES TO REPUTATION OR
LOSS TO GOODWILL, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW
OR OTHERWISE AND WHETHER OR NOT ARISING FROM ANY OTHER PARTY’S SOLE, JOINT OR
CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT; PROVIDED,
HOWEVER, THAT THIS SECTION 2.5 SHALL NOT
LIMIT A PARTY’S RIGHT TO RECOVERY UNDER THIS ARTICLE 2 FOR ANY SUCH DAMAGES TO
THE EXTENT SUCH PARTY IS REQUIRED TO PAY SUCH DAMAGES TO A THIRD PARTY IN
CONNECTION WITH A MATTER FOR WHICH SUCH PARTY IS OTHERWISE ENTITLED TO
INDEMNIFICATION UNDER THIS ARTICLE 2 .



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ARTICLE 3

Miscellaneous


Section 3.1             Choice of Law; Submission to
Jurisdiction.  This Agreement shall
be subject to and governed by the laws of the State of Texas, excluding any
conflicts-of-law rule or principle that might refer the construction or
interpretation of this Agreement to the laws of another state.  Each Party hereby submits to the
non-exclusive jurisdiction of the federal courts in the State of Texas and to
venue in Houston, Texas.


Section 3.2             Notice.  All notices or requests or consents provided
for or permitted to be given pursuant to this Agreement must be in writing and
must be given by depositing same in the United States mail, addressed to the
Person to be notified, postpaid and registered or certified with return receipt
requested or by delivering such notice in person or by fax to such Party.  Notice given by personal delivery or mail
shall be effective upon actual receipt. 
Notice given by fax shall be effective upon actual receipt if received
during the recipient’s normal business hours, or at the beginning of the
recipient’s next business day after receipt if not received during the
recipient’s normal business hours.  All
notices to be sent to a Party pursuant to this Agreement shall be sent to or
made at the address set forth below such Party’s signature to this Agreement,
or at such other address as such Party may provide to the other Parties in the
manner provided in this Section 3.2.


Section 3.3             Entire Agreement.  This Agreement constitutes the entire
agreement of the Parties relating to the matters contained herein, superseding
all prior contracts or agreements, whether oral or written, relating to the
matters contained herein.


Section 3.4             Effect of Waiver or Consent.  No waiver or consent, express or implied, by
any Party to or of any breach or default by any Person in the performance by
such Person of its obligations hereunder shall be deemed or construed to be a
consent or waiver to or of any other breach or default in the performance by
such Person of the same or any other obligations of such Person hereunder.  Failure on the part of a Party to complain of
any act of any Person or to declare any Person in default, irrespective of how
long such failure continues, shall not constitute a waiver by such Party of its
rights hereunder until the applicable statute of limitations period has run.


Section 3.5             Amendment or Modification.  This Agreement may be amended, restated or
modified from time to time only by the written agreement of all the Parties; provided, however, that
no member of the Company Group may, without the prior approval of the Conflicts
Committee, agree to any amendment or modification of this Agreement that will
adversely affect the holders of Common Units. Each such instrument shall be
reduced to writing and shall be designated on its face an “Amendment,” “Addendum”
or a “Restatement” to this Agreement.


Section 3.6             Assignment.  No Party shall have the right to assign its
rights or obligations under this Agreement without the prior written consent of
all of the other Parties.



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Section 3.7             Counterparts.  This Agreement may be executed in any number
of counterparts with the same effect as if all signatory Parties had signed the
same document.  All counterparts shall be
construed together and shall constitute one and the same instrument.


Section 3.8             Severability.  If any provision of this Agreement or the
application thereof to any Person or circumstance shall be held invalid or
unenforceable to any extent by a court or regulatory body of competent
jurisdiction, the remainder of this Agreement and the application of such
provision to other Persons or circumstances shall not be affected thereby and
shall be enforced to the greatest extent permitted by law.


Section 3.9             Withholding or Granting of Consent.  Except as expressly provided to the contrary
in this Agreement, each Party may, with respect to any consent or approval that
it is entitled to grant pursuant to this Agreement, grant or withhold such
consent or approval in its sole and uncontrolled discretion, with or without
cause, and subject to such conditions as it shall deem appropriate.


Section 3.10           Laws and Regulations.  Notwithstanding any provision of this
Agreement to the contrary, no Party shall be required to take any act, or fail
to take any act, under this Agreement if the effect thereof would be to cause
such Party to be in violation of any applicable law, statute, rule or
regulation.


Section 3.11           Rights of Nami, Members, Assignees and
Third Parties.  The provisions of
this Agreement are enforceable solely by each of the Parties, their successors
and permitted assigns, and no other Person shall have the right, separate and
apart from the Parties, their successors and permitted assigns, to enforce any
provision of this Agreement or to compel any Party to comply with the terms of
this Agreement.  The provisions of this
Agreement shall not give rise to any right of recourse against any employee,
officer, director or agent of any Nami Entity or any member of the Company
Group.


[SIGNATURE PAGES FOLLOWS]



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IN WITNESS WHEREOF, the Parties have executed this
Agreement on, and effective as of, the Execution Date.


	
  

  	
  MAJEED
  S. NAMI

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for
  Notice:

  
	
   

  	
  104 Nami Plaza,
  Suite 1

  
	
   

  	
  London, Kentucky
  40741

  
	
   

  	
  Attention:
  Majeed S. Nami

  



 


 


	
  

  	
  VANGUARD
  NATURAL RESOURCES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Scott W. Smith

  
	
   

  	
  Title:

  	
  President and
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Address for
  Notice:

  
	
   

  	
  7700 San Felipe,
  Suite 485

  
	
   

  	
  Houston,
  Texas  77063

  
	
   

  	
  Phone: (832)
  327-2259

  
	
   

  	
  Attention: Scott
  W. Smith

  



 


	
  

  	
  VANGUARD
  NATURAL GAS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Scott W. Smith

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
  Address for
  Notice:

  
	
   

  	
  7700 San Felipe,
  Suite 485

  
	
   

  	
  Houston,
  Texas  77063

  
	
   

  	
  Phone: (832)
  327-2259

  
	
   

  	
  Attention: Scott
  W. Smith

  



 











 


	
  

  	
  TRUST
  ENERGY COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Vanguard Natural
  Gas, LLC

  its manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Scott W. Smith

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
  Address for
  Notice:

  
	
   

  	
  7700 San Felipe,
  Suite 485

  
	
   

  	
  Houston,
  Texas  77063

  
	
   

  	
  Phone: (832)
  327-2259

  
	
   

  	
  Attention: Scott
  W. Smith

  



 


	
  

  	
  ARIANA
  ENERGY LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Vanguard Natural
  Gas, LLC

  its manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Scott W. Smith

  
	
   

  	
  Title:

  	
   Manager

  
	
   

  	
   

  
	
   

  	
  Address for
  Notice:

  
	
   

  	
  7700 San Felipe,
  Suite 485

  
	
   

  	
  Houston,
  Texas  77063

  
	
   

  	
  Phone: (832)
  327-2259

  
	
   

  	
  Attention: Scott
  W. Smith