Exhibit 10.32


 


THIRD 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 May 4, 2007


 


 


 


 


 


 


 


 


 


 





















 


THIRD AMENDMENT TO CREDIT
AGREEMENT


 


THIRD AMENDMENT TO CREDIT AGREEMENT
made as of May 4, 2007 (this “Third 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.


R  E
C  I  T  A  L  S


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 by that certain Second Amendment to Credit Agreement
dated as of April 13, 2007 (these three 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 May 4, 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.            Third 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.


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


(a)           Section 1.02 of the Credit
Agreement shall be amended by adding the following definition in appropriate
alphabetical order therein:


“‘Reversion
Date’ means the first to occur of (i) the third Business
Day following the occurrence of an Equity Event which consists of a public
offering of equity securities, or (ii) September 1, 2007.”


(b)           The last sentence of Section 7.1
of the Credit Agreement shall be amended to read in its entirety as follows:


“The first $100,000,000 of
the proceeds received from an Equity Event shall be applied to the repayment of
the Indebtedness.”


(c)           Section 9.01 of the Credit
Agreement shall be amended by adding a new paragraph (d) which reads in its
entirety as follows:


“(d)         Minimum Liquidity. 
The Borrower shall maintain at all times unencumbered liquid assets
having an aggregate value of at least $2,000,000.  The phrase ‘unencumbered liquid assets’ means
the sum of (a) the unused availability of the Borrowing Base, plus
(b) cash which is not subject to any Lien or right of set-off.”


(d)           Section 9.02 of the Credit
Agreement shall be amended by removing paragraph (g) and replacing it with the
following paragraph (g):


“(g)         other Debt, including purchase-money obligations, not to
exceed $7,500,000 in the aggregate at any one time outstanding; provided that
on the Reversion Date, the permitted amount of such Debt shall automatically
reduce from $7,500,000 to $1,000,000.”


4.             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).


5.             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.


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
Credit Agreement or any of the Loan Documents, or (b) to prejudice any
right or 


 


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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.


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 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 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 is left intentionally blank. 
Signature pages follow.]


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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

  
								



 


 


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  ADMINISTRATIVE AGENT:

  	
  CITIBANK, N.A.

  	
   

  
	
  as Administrative Agent

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Angela McCracken

  	
   

  
	
   

  	
   

  	
   

  	
  Angela McCracken

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
									



 


 


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  LENDERS:

  	
  CITIBANK, N.A.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Angela McCracken

  	
   

  
	
   

  	
   

  	
   

  	
  Angela McCracken

  	
   

  
	
   

  	
   

  	
   

  	
  Vice President

  	
   

  
							



 


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  LENDERS:

  	
  BNP PARIBAS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian M. Malone

  	
   

  
	
   

  	
  Name: 

  	
   

  	
  Brian M. Malone

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Betsy Jocher

  	
   

  
	
   

  	
  Name: 

  	
   

  	
  Betsy Jocher

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Director

  	
   

  
						



 


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