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SIXTH AMENDMENT TO CREDIT AGREEMENT
Among
VANGUARD NATURAL GAS, LLC
(f/k/a NAMI HOLDING COMPANY, LLC),
as Borrower,
CITIBANK, N.A.,
as Administrative Agent and L/C Issuer,
and
CITIBANK, N.A.,
as Co-Lead Arranger, Sole Bookrunner
and Co-Syndication Agent,
and
BNP PARIBAS,
as Co-Lead Arranger and Co-Syndication Agent
and
THE LENDERS PARTY HERETO
Dated as of November 15, 2007
SIXTH AMENDMENT
TO CREDIT AGREEMENT
SIXTH
AMENDMENT TO CREDIT AGREEMENT executed on November 30, 2007 to
be effective as of November 15, 2007 (this
“Sixth Amendment” or
“Amendment” ),
is entered into among
VANGUARD NATURAL GAS, LLC ,
a limited liability company duly formed and existing under the laws
of the Commonwealth of Kentucky (f/k/a Nami Holding Company, LLC)
(the
“Borrower” ),
the lenders listed on the signature pages hereto as Lenders
(the
“Lenders” ),
and
CITIBANK, N.A., as
Administrative Agent and L/C Issuer.
R E C I T A L
S
A.
The
Borrower, the Lenders, the Administrative Agent and the L/C
Issuer are parties to that certain Credit Agreement dated as
of January 3, 2007, as amended by that certain First Amendment
to Credit Agreement dated as of March 2, 2007, and as amended
by a Borrowing Base Adjustment Letter dated as of April 1,
2007, and as amended by that certain Second Amendment to
Credit Agreement dated as of April 13, 2007, and as amended by
that certain Third Amendment to Credit Agreement dated as of
May 4, 2007, and as amended by that certain Fourth Amendment
to Credit Agreement dated as of August 30, 2007, and as
amended by that certain Fifth Amendment to Credit Agreement
dated as of October 5, 2007 (these seven documents are
collectively referred to herein as the “
Credit Agreement ”).
B.
The
parties desire to amend the 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 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 Credit Agreement, as amended by this Amendment, as the
same shall hereafter be amended from time to time. In addition, the
following terms shall have the meanings set forth
below:
“
Effective Date” means
November 15, 2007.
“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 the
Administrative Agent, unless waived in writing by the
Administrative Agent:
(a)
Sixth Amendment to Credit Agreement
. This
Amendment to Credit Agreement shall be in full force and
effect.
(b)
Fees and Expenses
. The
Administrative Agent shall have received payment of all
out-of-pocket fees and expenses (including reasonable attorneys'
fees and expenses) incurred by the Administrative Agent in
connection with the preparation, negotiation and execution of the
Modification Papers and previously incurred under the Loan
Documents.
(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.
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3. |
Amendments to Credit Agreement
. On
the Effective Date, the Credit Agreement shall be deemed to be
amended as follows:
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(a) |
The
Borrowing Base Utilization Grid contained in the definition of
"Applicable Margin" in
Section 1.01 shall
be amended to read in its entirety as follows:
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Borrowing Base Utilization Grid
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Borrowing
Base Utilization Percentage
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<
25%
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>25%
<
50%
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>50%
<
75%
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>75%
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Eurodollar
Loans
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1.00%
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1.25%
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1.50%
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1.75%
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ABR
Loans
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.00%
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.25%
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.50%
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.75%
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Commitment
Fee Rate
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.25%
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.30%
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.375%
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.375%
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Letter
of Credit Fee
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1.00%
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1.25%
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1.50%
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1.75%
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