EXHIBIT
      10.33

     

    SECOND
      AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT

     

    THIS
      SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT is made as
      of
      October 22, 2008 (the "Second
      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")
      COMPASS
      BANK,
      in its
      capacity as a Lender (the "New
      Lender"),
      and
CITIBANK,
      N.A.,
      a
      national banking association, in its capacity as Administrative Agent
      ("Administrative
      Agent").

     

    RECITALS

    


    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 (collectively, the "Original
      Credit Agreement").

     

    B. Borrower
      has requested certain amendments to the Original Credit Agreement including
      the
      increase of the Borrowing Base from $150,000,000 to $175,000,000 and the
      addition of the New Lender as a lender pursuant thereto, all 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
      October 22, 2008.

     

    "Modification
      Papers"
      means
      this Amendment, Citibank Replacement Note, the BNP Paribas Replacement Note,
      the
      Nova Scotia Replacement Note, the Wachovia Bank Replacement Note, the Compass
      Bank Note, the Guarantor Confirmation Letters, 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. Borrowing
      Base Increase Fee.
      Administrative Agent, for the accounts of the Lenders in accordance with their
      Applicable Percentages, shall have received payment of a Borrowing Base increase
      fee in the amount of $62,500.

     

    B. Second
      Amendment to Restated Credit Agreement.
      This
      Second Amendment to Restated Credit Agreement shall be in full force and
      effect. 

    


    SECOND
      AMENDMENT TO RESTATED CREDIT AGREEMENT –
      Page 1


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      10.33

     

    C. Notes.
      Borrower shall have executed and delivered the Citibank Replacement Note, the
      BNP Paribas Replacement Note, the Nova Scotia Replacement Note, the Wachovia
      Bank Replacement Note and the Compass Bank Note.

     

    D. Guarantor
      Confirmation Letters.
      Each of
      Ariana Energy, LLC, Trust Energy Company, LLC, and Nami Resources Company L.L.C.
      shall have executed a letter in favor of Administrative Agent (each a
"Guarantor
      Confirmation Letter")
      confirming that its Guaranty remains in full force and effect.

     

    E. Authorization
      Certificate.
      Borrower shall have delivered a certificate satisfactory in form and substance
      to Administrative Agent authorizing the execution, delivery and performance
      of
      the Modification Papers to which it is a party.

     

    F. 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.

     

    G. 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, the Original Credit Agreement shall be deemed to be amended
      as
      follows:

     

    (a) The
      Borrowing Base Utilization Grid set forth in the definition of "Applicable
      Margin" in Section 1.01 of the Original Credit Agreement shall be replaced
      with
      the Borrowing Base Utilization Grid below:

     

    
      	
              Borrowing
                Base Utilization Grid

            	 
	
              Borrowing
                Base Utilization Percentage

            	 	 	
              <33

            	
              %

            	 	
              >33%<66

            	
              %

            	 	
              >66%<85

            	
              %

            	 	
              >85

            	
              %

            
	
              Eurodollar
                Loans

            	 	 	
              1.50

            	
              %

            	 	
              1.75

            	
              %

            	 	
              2.00

            	
              %

            	 	
              2.125

            	
              %

            
	
              ABR
                Loans

            	 	 	
              .00

            	
              %

            	 	
              .25

            	
              %

            	 	
              .50

            	
              %

            	 	
              .75

            	
              %

            
	
              Commitment
                Fee Rate

            	 	 	
              .25

            	
              %

            	 	
              .30

            	
              %

            	 	
              .375

            	
              %

            	 	
              .375

            	
              %

            
	
              Letter
                of Credit Fee

            	 	 	
              1.00

            	
              %

            	 	
              1.25

            	
              %

            	 	
              1.50

            	
              %

            	 	
              1.75

            	
              %

            


    

    


    (b) Section
      1.01 of the Original Credit Agreement shall be amended by adding the following
      definitions in appropriate alphabetical order:

     

    "'Loan
      Parties'
      means,
      collectively, the Borrower and each Person (other than the Administrative Agent,
      the L/C Issuer or any Lender) executing a Loan Document."

     

    (c) Annex
      I
      to the Original Credit Agreement shall be replaced with Annex I attached to
      this
      Amendment. 

     

    4. Increase
      of Borrowing Base. As of the Effective Date, the Borrowing Base is
      hereby increased from $150,000,000 to $175,000,000.

    


    SECOND
      AMENDMENT TO RESTATED CREDIT AGREEMENT –
      Page 2

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      10.33

     

    5. Adjustment
      of Commitment Percentages of Lenders.
      The
      Borrowing Base has been increased to $175,000,000 per Section
      4
      of this
      Amendment, and New Lender has become a Lender upon the execution of this
      Amendment. Accordingly, as of the Effective Date:

     

    (a) Citibank
      will hold $55,250,000 (31.57142857%) of the $175,000,000 Borrowing
      Base.

     

    (b) BNP
      Paribas will hold $55,250,000 (31.57142857%) of the $175,000,000 Borrowing
      Base.

     

    (c) The
      Bank
      of Nova Scotia will hold $22,375,000 (12.78571429%) of the $175,000,000
      Borrowing Base.

     

    (d) Compass
      Bank will hold $22,375,000 (12.78571429%) of the $175,000,000 Borrowing
      Base.

     

    (e) Wachovia
      Bank, National Association will hold $19,750,000 (11.28571429%) of the
      $175,000,000 Borrowing Base.

     

    (f) Borrower
      shall issue to Citibank a new Note (the "Citibank
      Replacement Note")
      in the
      original principal sum of $126,285,714.29 (31.57142857% of $400,000,000) to
      replace the existing Note to Citibank in the amount of $147,333,200 dated
      February 14, 2008.

     

    (g) Borrower
      shall issue to BNP Paribas a new Note (the "BNP
      Paribas Replacement Note")
      in the
      original principal sum of $126,285,714.29 (31.57142857% of $400,000,000) to
      replace the existing Note to Citibank in the amount of $147,333,200 dated
      February 14, 2008.

     

    (h) Borrower
      shall issue to The Bank of Nova Scotia a new Note (the "Nova
      Scotia Replacement Note")
      in the
      original principal sum of $51,142,857.14 (12.78571429% of $400,000,000) to
      replace the existing Note to Citibank in the amount of $52,666,800 dated
      February 14, 2008.

     

    (i) Borrower
      shall issue to Wachovia Bank, National Association a new Note (the "Wachovia
      Bank Replacement Note")
      in the
      original principal sum of $45,142,857.14 (11.28571429% of $400,000,000) to
      replace the existing Note to Citibank in the amount of $52,666,800 dated
      February 14, 2008.

     

    (j) Borrower
      shall issue to Compass Bank a new Note (the "Compass
      Bank Note")
      in the
      original principal sum of $51,142,857.14 (12.78571429% of
      $400,000,000).

     

    6. Concerning
      the New Lender.

     

    (a) New
      Lender represents and warrants to the Administrative Agent as
      follows:

     

    (i) it
      has
      received a copy of the Original Credit Agreement, together with copies of the
      most recent financial statements of the Borrower delivered pursuant
      thereto;

     

    (ii) it
      has,
      independently and without reliance upon any Lender or any related party of
      the
      Administrative Agent or any Lender (an "Agent-Related
      Person")
      and
      based on such documents and information as it has deemed appropriate, made
      its
      own appraisal of and investigation into the business, prospects, operations,
      property, financial and other condition and creditworthiness of the Loan Parties
      and their respective Subsidiaries, and all applicable bank or other regulatory
      Laws relating to the transactions contemplated by the Credit Agreement, and
      made
      its own decision to enter into the Credit Agreement and to extend credit to
      the
      Borrower and the other Loan Parties under the Credit Agreement;

    


    SECOND
      AMENDMENT TO RESTATED CREDIT AGREEMENT–
      Page 3

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      10.33

     

    (iii) it
      will,
      independently and without reliance upon any Lender or any Agent-Related Person
      and based on such documents and information as it shall deem appropriate at
      the
      time, continue to make its own credit analysis, appraisals and decisions in
      taking or not taking action under the Credit Agreement and the other Loan
      Documents, and to make such investigations as it deems necessary to inform
      itself as to the business, prospects, operations, property, and other condition
      and creditworthiness of the Borrower and the other Loan Parties.

     

    (b) New
      Lender acknowledges as follows:

     

    (i) no
      Lender
      or any Agent-Related Person has made any representation or warranty to it,
      and
      no act by the Administrative Agent hereafter taken, including any consent to
      and
      acceptance of any assignment or review of the affairs of any Loan Party or
      any
      Affiliate thereof, shall be deemed to constitute any representation or warranty
      by any Lender or any Agent-Related Person to any Lender as to any matter,
      including whether Agent-Related Persons have disclosed material information
      in
      their possession;

     

    (ii) except
      for notices, reports and other documents expressly required to be furnished
      to
      the Lenders by the Administrative Agent pursuant to the Credit Agreement, the
      Administrative Agent shall not have any duty or responsibility to provide any
      Lender with any credit or other information concerning the business, prospects,
      operations, property, financial and other condition or creditworthiness of
      any
      of the Loan Parties or any of their respective Affiliates which may come into
      the possession of any Agent-Related Person; and

     

    (iii) on
      the
      Effective Date, subject to the satisfaction of the conditions to effectiveness
      set forth in Section 2
      of this
      Amendment, it shall be deemed automatically to have become a party to the Credit
      Agreement and have all rights and obligations of a Lender under the Credit
      Agreement and the other Loan Documents as if it were an original Lender
      signatory thereto.

     

    (c) On
      the
      Effective Date, New Lender agrees to be bound by the terms and conditions set
      forth in the Credit Agreement and the other Loan Documents applicable to the
      Lenders as if it were an original Lender signatory thereto (and expressly makes
      the appointment set forth in, and agrees to the obligations imposed under,
      Article XI of the Credit Agreement).

     

    7. Certain
      Representations.
      Borrower represents and warrants that, as of the Effective Date:
      (a) Borrower and each Guarantor has full power and authority to execute the
      Modification Papers to which it is a party and the Modification Papers executed
      by Borrower and each Guarantor constitute the legal, valid and binding
      obligation of Borrower and each such Guarantor 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 or each such Guarantor thereof.
      In addition, Borrower represents that all representations and warranties
      contained in the Original Credit Agreement are true and correct in all material
      respects on and as of the Effective Date (except representations and warranties
      that relate to a specific prior date are based upon the state of facts as they
      exist as of such date). 

    


    SECOND
      AMENDMENT TO RESTATED CREDIT AGREEMENT–
      Page 4


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      10.33

     

    8. 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
      among the parties.

     

    9. 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 and/or the Lenders now have 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.


     

    10. 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.

     

    11. 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.

     

    12. Entirety,
      Etc.
      This
      instrument 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 BETWEEN THE PARTIES.

     

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

    


    SECOND
      AMENDMENT TO RESTATED CREDIT AGREEMENT–
      Page 5


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      10.33

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective
      as of the date and year first above written.

     

    
      	
              BORROWER:

            	
              VANGUARD
                NATURAL GAS, LLC

            
	 	 	 
	 	
              By:

            	
              /s/
                Richard Robert

            
	 	 	
              Richard
                Robert

            
	 	 	
              Executive
                Vice President

            
	 	 	
              and
                Chief Financial Officer

            


    


    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      10.33

     

    
      	
              ADMINISTRATIVE
                AGENT:

            	
              CITIBANK,
                N.A.

            
	
              as
                Administrative Agent

            	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Ryan Watson

            
	 	 	
              Ryan
                Watson

            
	 	 	
              Vice
                President

            
	 	 	 
	
              LENDERS:

            	
              CITIBANK,
                N.A.

            
	 	 	 
	 	
              By:

            	
              /s/
                Ryan Watson

            
	 	 	
              Ryan
                Watson

            
	 	 	
              Vice
                President

            


    


    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      10.33

     

    
      	
              LENDERS:

            	BNP
              PARIBAS
	 	 	 
	 	
              By:

            	
              /s/
                Brian M. Malone

            
	 	
              Name:

            	
              Brian
                M. Malone

            
	 	
              Title:

            	
              Managing
                Director

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Betsy Jocher

            
	 	
              Name:

            	
              Betsy
                Jocher

            
	 	
              Title:

            	
              Director

            


    


    
      
        
        

      

      
        S-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      10.33

     

    
      	
              LENDERS:

            	THE
              BANK OF NOVA SCOTIA
	 	 	 
	 	
              By:

            	
              /s/
                Andrew Ostrov

            
	 	
              Name:

            	
              Andrew
                Ostrov

            
	 	
              Title:

            	
              Director

            


    


    
      
        
        

      

      
        S-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      10.33

     

    
      	
              LENDERS:

            	COMPASS
              BANK
	 	 	 
	 	
              By:

            	
              /s/
                Kathleen J. Bowen

            
	 	
              Name:

            	
              Kathleen
                J. Bowen

            
	 	
              Title:

            	
              Senior
                Vice President

            


    


    
      
        
        

      

      
        S-5

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      10.33

     

    
      	
              LENDERS:

            	WACHOVIA
              BANK, NATIONAL ASSOCIATION
	 	 	 
	 	
              By:

            	
              /s/
                Shawn Young

            
	 	
              Name:

            	
              Shawn
                Young

            
	 	
              Title:

            	
              Director

            


    


    
      
        
        

      

      
        S-6

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      10.33


     

    ANNEX
      I

     

    LIST
      OF MAXIMUM CREDIT AMOUNTS

    


    Aggregate
      Maximum Credit Amounts

     

    
      	
              Name of Lender

            	 	
              Applicable Percentage

            	 	
              Maximum Credit Amount

            	 
	
              BNP Paribas

            	 	 	
              31.57142857

            	
              %

            	
              $

            	
              126,285,714.29

            	 
	
              The
                Bank of Nova Scotia

            	 	 	
              12.78571429

            	
              %

            	
              $

            	
              51,142,857.14

            	 
	
              Citibank,
                N.A.

            	 	 	
              31.57142857

            	
              %

            	
              $

            	
              126,285,714.29

            	 
	
              Compass
                Bank

            	 	 	
              12.78571429

            	
              %

            	
              $

            	
              51,142,857.14

            	 
	
              Wachovia
                Bank, National Association

            	 	 	
              11.28571429

            	
              %

            	
              $

            	
              45,142,857.14

            	 
	 	 	 	 	 	 	 	 
	
              TOTAL

            	 	 	
              100.00000000

            	
              %

            	
              $

            	
              400,000,000.00

            	 


    

    


    ANNEX
      I – Solo Page