Exhibit
                10.1 

            


    

    


     

    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.

     

    RECITALS

     

    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.

     

    
      	
            	3.	
              Amendments
                to Credit Agreement.
                On
                the Effective Date, the Credit Agreement shall be deemed to be amended
                as
                follows:

            


    

     

    
      	
            	(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:

            


    

     

    
      	
              Borrowing
                Base Utilization Grid

            
	
              Borrowing
                Base Utilization Percentage

            	
              <25%

            	
              >25% <50%

            	
              >50% <75%

            	
              >75%

            
	
              Eurodollar
                Loans

            	
              1.00%

            	
              1.25%

            	
              1.50%

            	
              1.75%

            
	
              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%

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b)  
      Section
      9.04
      shall be
      amended to read in its entirety as follows:

     

    "Section
      9.04. Dividends,
      Distributions and Redemptions.
      The
      Borrower will not, and will not permit any of its Subsidiaries to, declare
      or
      make, or agree to pay or make, directly or indirectly, any Restricted Payment,
      return any capital to its stockholders, members or partners or make any
      distribution of its Property to its Equity Interest holders, except


     

    (a) the
      Borrower may pay a one time cash distribution to Majeed S. Nami promptly
      following the Effective Date consisting of up to $14,000,000 of proceeds of
      the
      Loan so long as after giving effect thereto (i) no Default has occurred and
      there is an unused amount of Commitments of at least $5,000,000, (ii) the
      Debt under the Existing Credit Agreements has been repaid in full,
      (iii) all amounts required to be paid pursuant to the provisions of
Section 6.01(a)
      have
      been paid in full, (iv) all Swap Agreements and put option contracts required
      to
      be in effect pursuant to Section
      8.16
      hereof
      shall be in effect, and (v) all Swap Agreements to be terminated pursuant
      to Section 8.17
      hereof
      have terminated and all amounts owed by NRC to the counterparties thereto have
      been paid in full; 

     

    (b) the
      Borrower may declare and pay cash distributions to its Equity Interest holders
      to permit such holders to pay federal and state taxes due with respect to the
      income of the Borrower; 

     

    (c) the
      Borrower may declare and pay dividends with respect to its Equity Interests
      payable solely in additional shares of its Equity Interests (other than
      Disqualified Capital Stock); 

     

    (d) Subsidiaries
      may declare and pay dividends ratably with respect to their Equity Interests;
      

     

    (e) the
      Borrower may make Restricted Payments pursuant to and in accordance with stock
      option plans or other benefit plans for management or employees of the Borrower
      and its Subsidiaries; 

     

    (f) after
      the
      occurrence of any Equity Event, the Borrower may make Restricted Payments to
      its
      Equity Interest holders provided that (i) no Default has occurred and is
      continuing or would result from the making of such Restricted Payment, and
      (ii) after giving effect to the application of the proceeds of such Equity
      Event, the Revolving Credit Exposure is less than 50% of the Borrowing Base
      as
      of the date of such Equity Event; and 

     

    (g)
      the
      Borrower may make Restricted Payments to its Equity Interest holders provided
      that (i) no Default has occurred and is continuing or would result from the
      making of such Restricted Payment, and (ii) after giving effect to such
      Restricted Payment, the Revolving Credit Exposure is less than 90% of the
      Borrowing Base as of such date."

     

    
      	 	
              4.

            	
              Borrowing
                Base.
                As
                of the Effective Date, the Borrowing Base shall be $110,500,000,
                and the
                Monthly Reduction Amount shall be
                $0.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.

            	
              Certain
                Representations.
                The Borrower represents and warrants that, as of the Effective Date:
                (a) the Borrower has full power and authority to execute the
                Modification Papers and the Modification Papers constitute the legal,
                valid and binding obligation of the 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 the Borrower thereof. In addition, the
                Borrower represents that all representations and warranties contained
                in
                the 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).

            


    

     

    
      	 	
              6.

            	
              No
                Further Amendments.
                Except as previously amended in writing or as amended hereby, the
                Credit
                Agreement shall remain unchanged and all provisions shall remain
                fully
                effective between the parties.

            


    

     

    
      	 	
              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 Credit Agreement
                or any of
                the Loan Documents, or (b) to prejudice any right or rights which the
                Administrative Agent or any Lender now has or may have in the future
                under
                or in connection with the 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.
                

            	
              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.

            


    

     

    
      	 	
              9.

            	
              Incorporation
                of Certain Provisions by Reference.
                The
                provisions of Section 12.09 of the Credit Agreement captioned “Governing
                Law; Jurisdiction; Consent to Service of Process; Waiver of Jury
                Trial”
                are incorporated herein by reference for all
                purposes.

            


    

     

    
      	
            	10.	
              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 BETWEEN 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 if left intentionally blank. The signature pages
      follow.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
The
      parties hereto have caused this Amendment to be duly executed as of the day
      and
      year first above written.

     

    
      	
              BORROWER:

            	
              VANGUARD
                NATURAL GAS, LLC

            
	 	
              f/k/a
                Nami Holding Company, LLC

            
	 	 
	 	 
	 	
              By:
                

            	
              /s/
                Richard Robert

            
	
               

            	
               

            	
              Richard
                Robert

            
	
               

            	
               

            	
              Executive
                Vice President

            
	
               

            	
               

            	
              and
                Chief Financial Officer

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              ADMINISTRATIVE
                AGENT:

            	
              CITIBANK,
                N.A.

            
	
              as
                Administrative Agent

            	 	 
	 	 	 
	 	
              By:
                

            	
              /s/
                Angela McCracken

            
	
               

            	
               

            	
              Angela
                McCracken

            
	
               

            	
               

            	
              Vice
                President

            
	 	 	 
	 	 	 
	
              LENDERS:

            	
              CITIBANK,
                N.A.

            
	 	 
	 	 
	 	
              By:
                

            	
              /s/
                Angela McCracken

            
	
               

            	
               

            	
              Angela
                McCracken

            
	
               

            	
               

            	
              Vice
                President

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              LENDERS:

            	
              BNP
                PARIBAS

            
	 	 	 
	 	 	 
	 	
              By:
                

            	
              /s/
                Betsy Jocher

            


    

    
      	 	
              Name:
                

            	
              Betsy
                Jocher

            
	 	
              Title:
                

            	
              Director

            


    

     

    
      	 	
              By:
                

            	
              /s/
                Polly Schott

            


    

    
      	 	
              Name:
                

            	
              Polly
                Schott

            
	 	
              Title:
                

            	
              Vice
                President