Exhibit
10.3




FIRST
AMENDMENT TO SECOND AMENDED


AND
RESTATED CREDIT AGREEMENT







THIS
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the "First Amendment
to Credit Agreement," or this "Amendment")
is entered into effective as of October 14, 2009, among VANGUARD NATURAL GAS, LLC, a
limited liability company formed and existing under the laws of the Commonwealth
of Kentucky ("Borrower"),
and CITIBANK, N.A., as
Administrative Agent and L/C Issuer (the "Administrative
Agent"), and the financial institutions executing this Amendment as
Lenders.




R E C I T A L S





A.           Borrower,
the financial institutions signing as Lenders and the Administrative Agent are
parties to a Second Amended and Restated Credit Agreement dated as of August 31,
2009 (the "Original Credit
Agreement").




B.           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, 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 14, 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 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 the Administrative Agent,
of each of the following conditions (and upon such satisfaction, this Amendment
shall be deemed to be effective as of the Effective Date):




A.  First
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.







C.  Representations
and Warranties.  All representations and warranties contained
herein or in the other Modification Papers 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 the Effective Date.




3.  Amendment
to Original Credit Agreement.  On the Effective Date, the
definition of “Majority Lenders” set forth in Section 1.01 of the Original
Credit Agreement shall be amended to read in its entirety as
follows:




“‘Majority
Lenders’ means, at any time, Lenders having Loans, LC Exposure and unused
Commitments representing more than 66.67% of the sum of all Loans outstanding,
LC Exposure and unused Commitments at such time (without regard to any sale by a
Lender of a participation in any Loan under Section 12.04(c));
provided that such Commitment of any Defaulting Lender shall be excluded for
purposes of making a determination of Majority Lenders.”




4.  Decrease
of Borrowing Base.  As of the Effective Date, the Borrowing
Base is hereby decreased from $175,000,000 to $170,000,000.




5.  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 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 as of such earlier date.




6.  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.




7.  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, L/C Issuer 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 a
Default or an Event of Default, as applicable, under the Original Credit
Agreement.




8.  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 the 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.







9.  Confirmation
of Security.  Borrower hereby confirms and agrees that all of
the Mortgages, security agreements and other security instruments which
presently secure the Indebtedness shall continue to secure, in the same manner
and to the same extent provided therein, the payment and performance of the
Indebtedness as described in the Original Credit Agreement as modified by this
Amendment.




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 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.]








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





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





LENDERS





BNP
PARIBAS











By:           
/s/ Brian M.
Malone


Name:  Brian M.
Malone


Title:          Managing
Director








By:           /s/ Betsy
Jocher


Name:      Betsy Jocher


Title:        Director








LENDERS





THE BANK OF
NOVA SCOTIA











By:           /s/ W. Keith
Buchanan


Name:      W. Keith
Buchanan


Title:         Managing
Director





LENDERS





COMERICA
BANK











By:           /s/ Matt
Turner


Name:      Matt
Turner


Title:        Corporate Banking
Officer





LENDERS





COMPASS
BANK











By:           /s/ Kathleen J.
Bowen


Name:      Kathleen J.
Bowen


Title:        Senior Vice
President








LENDERS





ROYAL BANK OF
CANADA











By:           /s/ Richard
Gould


Name:     Richard
Gould


Title:       Senior Vice
President





LENDERS





WELLS FARGO
BANK, N.A.











By:           /s/ Don J.
McKinnerney


Name:      Don J.
McKinnerney


Title:        Authorized
Signatory