Ex1017th_Amend_Third_Restated_Credit_Agreement_102014








Exhibit 10.1
SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the "Seventh Amendment to Third Amended and Restated Credit Agreement," or this "Amendment") is entered into effective as of October 30, 2014, among VANGUARD NATURAL GAS, LLC, a Kentucky limited liability company ("Borrower"), and CITIBANK, N.A., as Administrative Agent and L/C Issuer (the "Administrative Agent"), and the financial institutions party hereto (the "Lenders").
R E C I T A L S
A.    Borrower, the financial institutions signing as Lenders and Administrative Agent are parties to a Third Amended and Restated Credit Agreement dated as of September 30, 2011, and as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 30, 2011, and as amended by a Second Amendment to Third Amended and Restated Credit Agreement dated as of June 29, 2012, and as amended by a Third Amendment to Third Amended and Restated Credit Agreement dated as of December 31, 2012, and as amended by a Fourth Amendment to Third Amended and Restated Credit Agreement dated as of April 16, 2013, and as amended by a Fifth Amendment to Third Amended and Restated Credit Agreement dated as of November 5, 2013, and as amended by a Sixth Amendment to Third Amended and Restated Credit Agreement dated as of April 30, 2014 (collectively, the "Original Credit Agreement"). 
B.    Borrower has requested certain amendments to the Original Credit Agreement as set forth herein.  Accordingly, the parties desire to amend 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, (i) 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, and (ii) all references in the Loan Documents to the "Loan Documents" shall mean the Loan Documents, as amended by this Amendment or the Modification Papers, 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 the date on which the conditions specified in Section 2 below are satisfied (or waived in writing by the Administrative Agent).
"Modification Papers" means this Amendment and each of the other documents and agreements executed in connection with the transactions contemplated by this Amendment.
2.    Conditions Precedent.  The obligations, agreements and waivers of Lenders as set forth in this Amendment are subject to the satisfaction (in the opinion of Administrative Agent), unless waived in writing by Administrative Agent, of each of the following conditions:



SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 1






A.    Seventh Amendment to Third Amended and Restated Credit Agreement.  This Amendment shall be executed and delivered by each of the parties hereto.
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.    No Event of Default.   No Event of Default exists or will exist as a result of the execution of this Amendment. 
3.    Amendments to Original Credit Agreement.  On the Effective Date, the Original Credit Agreement shall be amended as follows:
(a)    Section 9.02(c) of the Original Credit Agreement shall be amended to read in its entirety as follows:
"(c)    Debt under Capital Leases not to exceed $35,000,000."
(b)    Section 9.04(e) of the Original Credit Agreement shall be amended to read in its entirety as follows:
"(e)    so long as (i) no Default has occurred and is continuing or would result from the making of such Restricted Payment, and (ii) there exists no Borrowing Base Deficiency, the Borrower may make Restricted Payments to the Parent, provided that, notwithstanding the foregoing, the Borrower may only make Restricted Payments that are intended to be used by the Parent to repurchase its Equity Interests (x) in an aggregate amount of $50,000,000 for all such Restricted Payments over the term of this Agreement and (y) so long as both immediately before and after such repurchase of its Equity Interests, the amount of Available Funds is not less than 10% of the Aggregate Commitments."
4.    Certain Representations.  Borrower represents and warrants that, as of the Effective Date:  (a) Borrower has full power and authority to execute the Modification Papers and the Modification Papers constitute the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights generally; and (b) no authorization, approval, consent or other action by, notice to, or filing with, any governmental authority or other person is required for the execution, delivery and performance by Borrower thereof.  In addition, Borrower represents that after giving effect to this Amendment all representations and warranties contained in the Original Credit Agreement and the other Loan Documents are true and correct in all material respects (except that any representation or warranty that is qualified as to materiality shall be true and correct in all respects) on and as of the Effective Date as if made on and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects (except that any representation or warranty that is qualified as to materiality shall be true and correct in all respects) as of such earlier date.



SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 2






5.    No Further Amendments.  Except as previously amended in writing or as amended hereby, the Original Credit Agreement shall remain unchanged and all provisions shall remain fully effective between the parties.
6.    Acknowledgments and Agreements.  Borrower acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms, and Borrower waives any defense, offset, counterclaim or recoupment with respect thereto.  Borrower, Administrative Agent, Issuing Bank and each Lender do hereby adopt, ratify and confirm the Original Credit Agreement, as amended hereby, and acknowledge and agree that the Original Credit Agreement, as amended hereby, is and remains in full force and effect.  Borrower acknowledges and agrees that its liabilities and obligations under the Original Credit Agreement, as amended hereby, and under the Loan Documents, are not impaired in any respect by this Amendment.  Any breach of any representations, warranties and covenants under this Amendment shall be an Event of Default under the Original Credit Agreement.
7.    Limitation on Agreements.  The modifications set forth herein are limited precisely as written and shall not be deemed (a) to be a consent under or a waiver of or an amendment to any other term or condition in the Original Credit Agreement or any of the Loan Documents, or (b) to prejudice any right or rights which Administrative Agent now has or may have in the future under or in connection with the Original Credit Agreement and the Loan Documents, each as amended hereby, or any of the other documents referred to herein or therein. The Modification Papers shall constitute Loan Documents for all purposes. 
8.    Confirmation of Security.  Borrower hereby confirms and agrees that all of the Security Instruments which presently secure the Obligations shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Obligations as described in the Original Credit Agreement as modified by this Amendment.
9.    Counterparts.  This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which constitute one instrument.  In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto.
10.    Incorporation of Certain Provisions by Reference.  The provisions of Section 12.09 of the Original Credit Agreement captioned "GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS; WAIVER OF JURY TRIAL" are incorporated herein by reference for all purposes.
11.    Entirety, Etc.  This Amendment and all of the other Loan Documents embody the entire agreement between the parties.  THIS AMENDMENT AND ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


[This space is left intentionally blank.  Signature pages follow.]



SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 3






The parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
BORROWER:    VANGUARD NATURAL GAS, LLC 
        




By:      /s/ Richard Robert                
Richard Robert
Executive Vice President  
            and Chief Financial Officer

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-1






ADMINISTRATIVE AGENT:    CITIBANK, N.A.
as Administrative Agent




By:      /s/ Gabriel Juarez                
Gabriel Juarez
Vice President








LENDERS:    CITIBANK, N.A.






By:      /s/ Gabriel Juarez                
Gabriel Juarez
Vice President

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-2






LENDERS:    WELLS FARGO BANK, N.A.






By:      /s/ Michael Reel                
Name:      Michael Reel                    
Title:      Director                    

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-3






LENDERS:    ABN AMRO CAPITAL USA LLC




By:      /s/ Elizabeth Johnson                
Name:      Elizabeth Johnson                
Title:      Director                    




By:      /s/ Darrell Holley                
Name:      Darrell Holley                    
Title:      Managing Director                





SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-4






		
	LENDERS:
	BANK OF AMERICA, N.A.








By:      /s/ Michael Clayborne                
Name:      Michael Clayborne                
Title:      Vice President                    

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-5






LENDERS:    BANK OF MONTREAL






By:      /s/ Kevin Utsey                    
Name:      Kevin Utsey                    
Title:      Director                    

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-6






LENDERS:    BARCLAYS BANK PLC






By:      /s/ Vanessa A. Kurbatskiy            
Name:      Vanessa A. Kurbatskiy                
Title:      Vice President                    

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-7






		
	LENDERS:
	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH








By:      /s/ Richard Antl                    
Name:      Richard Antl                    
Title:      Authorized Signatory                






By:      /s/ Robert Robin                
Name:      Robert Robin                    
Title:      Authorized Signatory                

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-8






LENDERS:    CREDIT AGRICOLE CORPORATE & 
        INVESTMENT BANK 






By:      /s/ Dennis Petito                
Name:      Dennis Petito                    
Title:      Managing Director                






By:      /s/ Ting Lee                    
Name:      Ting Lee                    
Title:      Director                    

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-9






LENDERS:    CREDIT SUISSE AG, Cayman Islands Branch






By:      /s/ Christopher Day                
Name:      Christopher Day                
Title:      Authorized Signatory                






By:      /s/ Whitney Gaston                
Name:      Whitney Gaston                 
Title:      Authorized Signatory                                   

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-10






LENDERS:    DEUTSCHE BANK AG NEW YORK BRANCH






By:      /s/ Kirk L. Tashjian                
Name:      Kirk L. Tashjian                
Title:      Vice President                    




By:      /s/ Michael Winters                
Name:      Michael Winters                
Title:      Vice President                    



SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-11






LENDERS:    FIFTH THIRD BANK






By:      /s/ Justin B. Crawford                
Name:      Justin B. Crawford                
Title:      Director                    



SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-12






LENDERS:    ING CAPITAL LLC






By:      /s/ Richard Ennis                
Name:      Richard Ennis                    
Title:      Managing Director                




By:      /s/ Josh Strong                    
Name:      Josh Strong                    
Title:      Director                              





SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-13






LENDERS:    JPMORGAN CHASE BANK, N.A.






By:      /s/ Jo Linda Papadakis                
Name:      Jo Linda Papadakis                
Title:      Authorized Officer                

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-14






LENDERS:    NATIXIS, NEW YORK BRANCH






By:      /s/ Stuart Murray                
Name:      Stuart Murray                    
Title:      Managing Director                






By:      /s/ Vikram Nath                 
Name:      Vikram Nath                     
Title:      Vice President                    

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-15






LENDERS:    PNC BANK NATIONAL ASSOCIATION






By:      /s/ Scott W. Miller                
Name:      Scott W. Miller                    
Title:      AVP and Officer                





SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-16






LENDERS:    ROYAL BANK OF CANADA






By:      /s/ Mark Lumpkin, Jr.                 
Name:      Mark Lumpkin, Jr.                
Title:      Authorized Signatory                

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-17






		
	LENDERS:
	SUMITOMO MITSUI BANKING


CORPORATION






By:      /s/ James D. Weinstein                
Name:      James D. Weinstein                
Title:      Managing Director                

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-18






LENDERS:    THE BANK OF NOVA SCOTIA






By:      /s/ Alan Dawson                
Name:      Alan Dawson                    
Title:      Director                    

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-19






LENDERS:    CITIZENS BANK, N.A.






By:      /s/ Kevin McCarty                
Name:      Kevin McCarty                    
Title:      Assistant Vice President                

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-20






LENDERS:    U.S. BANK NATIONAL ASSOCIATION






By:      /s/ John C. Lozano                
Name:      John C. Lozano                    
Title:      Vice President                   

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-21






LENDERS:    UBS AG, STAMFORD BRANCH






By:      /s/ Jennifer Anderson                
Name:      Jennifer Anderson                
Title:      Associate Director                






By:      /s/ Houssem Daly                
Name:      Houssem Daly                    
Title:      Associate Director                

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-22






LENDERS:    BRANCH BANKING AND TRUST COMPANY






By:      /s/ Traci Bankston                
Name:      Traci Bankston                    
Title:      Assistant Vice President                

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-23






LENDERS:    CAPITAL ONE, NATIONAL ASSOCIATION






By:      /s/ Nancy Mak                    
Name:      Nancy Mak                    
Title:      Senior Vice President                

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-24






LENDERS:    COMERICA BANK






By:      /s/ Jeff Treadway                
Name:       Jeff Treadway                    
Title:      Senior Vice President                

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-25






LENDERS:    COMMONWEALTH BANK OF AUSTRALIA






By:      /s/ Sanjay Remond                
Name:      Sanjay Remond                    
Title:      Director                    





SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-26






LENDERS:    MORGAN STANLEY BANK, N.A.






By:      /s/ Christopher Winthrop            
Name:      Christopher Winthrop                
Title:      Authorized Signatory                

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-27






LENDERS:    ASSOCIATED BANK, N.A.






By:      /s/ Kyle Lewis                   
Name:      Kyle Lewis                    
Title:      AVP                        

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-28






LENDERS:    AMEGY BANK NATIONAL ASSOCIATION






By:      /s/ Thomas Kleiderer                
Name:      Thomas Kleiderer                
Title:      Vice President                   

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-29






LENDERS:    WHITNEY BANK






By:      /s/ David E. Sisler                
Name:      David E. Sisler                    
Title:      Senior Vice President                

SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-30






LENDERS:    THE HUNTINGTON NATIONAL BANK






By:      /s/ Christopher Renyi                
Name:      Christopher Renyi                
Title:      Vice President                    





SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-31






LENDERS:    SUNTRUST BANK






By:      /s/ Chulley Bogle                
Name:      Chulley Bogle                    
Title:      Vice President                    







SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – S-32