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 which
such Swap Agreement is in effect for each of crude oil and natural gas,
calculated separately and (b) Swap Agreements in respect of interest rates with
an Approved Counterparty with the purpose and effect of fixing interest rates on
a principal amount of indebtedness of the Borrower that is accruing interest at
a variable rate, provided that (i) the aggregate notional amount of such
contracts never exceeds (A) during the period from June 26, 2009 through June
25, 2010, 85% of the anticipated outstanding principal balance of the
indebtedness to be hedged by such contracts or an average of such principal
balances calculated by using a generally accepted method of matching interest
swap contracts to declining principal balances, and (B) thereafter, 75% of the
anticipated outstanding principal balance of the indebtedness to be hedged by
such contracts or an average of such principal balances calculated by using a
generally accepted method of matching interest swap contracts to declining
principal balances, and (ii) the floating rate index of each such contract
generally matches the index used to determine the floating rates of interest on
the corresponding indebtedness to be hedged by such contract, and (c) Swap
Agreements required by Section
8.16.  In no event shall any Swap Agreement contain any
requirement, agreement or covenant for the Borrower or any Subsidiary to post
collateral (other than Letters of Credit) or margin to secure their obligations
under such Swap Agreement or to cover market exposures."





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 executed by
Borrower 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 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).




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 among the parties.




6.  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.







7.  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.




8.  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.




9.  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.]





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/ David G.
Mills


Name:                      David G.
Mills


Title:                      Managing
Director








LENDERS:                                                                COMPASS BANK











By:           /s/ Kathleen J.
Bowen


Name:                      Kathleen J.
Bowen


Title:                      Senior Vice
President











LENDERS:                                                                WACHOVIA BANK, NATIONAL
ASSOCIATION











By:           /s/ Shawn
Young


Name:                      Shawn
Young


Title:                      Director