Exhibit 10.31
FOURTH AMENDMENT TO FIRST AMENDED
AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO FIRST AMENDED AND
RESTATED CREDIT AGREEMENT is made as of June 26, 2009 (the
"Fourth Amendment to Restated Credit Agreement," or
this "Amendment" ), among VANGUARD NATURAL GAS,
LLC , a Kentucky limited liability company (
"Borrower" ), each lender from time to time party
hereto (collectively, the "Lenders" ), and
CITIBANK, N.A. , a national banking association, in its
capacity as Administrative Agent ( "Administrative
Agent" ).
R
E C I
T A L S
A. Borrower,
the Lenders, and the Administrative Agent are parties to that
certain First Amended and Restated Credit Agreement dated as of
February 14, 2008, and as amended by a First Amendment to
First Amended and Restated Credit Agreement dated as of
May 15, 2008, and as amended by a Second Amendment to First
Amended and Restated Credit Agreement dated as of October 22, 2008,
and as amended by a Third Amendment to First Amended and Restated
Credit Agreement dated as of February 18, 2009 (collectively, the
"Original Credit Agreement" ).
B. Borrower
has requested certain amendments to the Original Credit Agreement
as hereinafter provided.
NOW, THEREFORE, in consideration of these
premises and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Same
Terms . All terms used herein which are defined
in the Original Credit Agreement shall have the same meanings when
used herein, unless the context hereof otherwise requires or
provides. In addition, all references in the Loan
Documents to the "Agreement" shall mean the
Original Credit Agreement, as amended by this Amendment, as the
same shall hereafter be amended from time to time. In
addition, the following terms have the meanings set forth
below:
"Effective Date" means June 26, 2009.
"Modification Papers"
means this Amendment and all of the
other documents and agreements executed in connection with the
transactions contemplated by this Amendment.
2. Conditions
Precedent . The transactions contemplated by
this Amendment shall be deemed to be effective as of the Effective
Date, when the following conditions have been complied with to the
satisfaction of Administrative Agent, unless waived in writing by
Administrative Agent:
A. Fourth
Amendment to Restated Credit Agreement . This
Fourth Amendment to Restated Credit Agreement shall be in full
force and effect.
B. Fees and
Expenses . Administrative Agent shall have
received payment of all out-of-pocket fees and expenses (including
reasonable attorneys' fees and expenses) incurred by Administrative
Agent in connection with the preparation, negotiation and execution
of the Modification Papers.
C.
Representations and Warranties All
representations and warranties contained herein or in the documents
referred to herein or otherwise made in writing in connection
herewith or therewith shall be true and correct with the same force
and effect as though such representations and warranties have been
made on and as of this date.
3. Amendments
to Original Credit Agreement . On the Effective
Date, Section 9.18 of the Original Credit Agreement shall be
amended to read in its entirety as follows::
"The Borrower will not, and will not permit any
Subsidiary to, enter into any Swap Agreements with any Person other
than (a) Swap Agreements in respect of commodities (i) with an
Approved Counterparty and (ii) the notional volumes for which (when
aggregated with other commodity Swap Agreements then in effect
other than basis differential swaps on volumes already hedged
pursuant to other Swap Agreements) do not exceed, as of the date
such Swap Agreement is executed, 95% of the reasonably anticipated
projected production from proved, developed, producing Oil and Gas
Properties for each month during the period during whic
