ANY LENDER FOR ANY REASON WHATSOEVER.
THERE ARE NO
THIRD PARTY BENEFICIARIES.
SECTION 12.16.
USA PATRIOT ACT NOTICE.
EACH LENDER HEREBY NOTIFIES THE
BORROWER THAT PURSUANT TO THE REQUIREMENTS OF THE USA PATRIOT ACT (TITLE III OF
PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001)) (THE "ACT"), IT IS REQUIRED
TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES THE BORROWER, WHICH
INFORMATION INCLUDES THE NAME AND ADDRESS OF THE BORROWER AND OTHER INFORMATION
THAT WILL ALLOW SUCH LENDER TO IDENTIFY THE BORROWER IN ACCORDANCE WITH THE ACT.
SECTION 12.17.
AMENDMENT AND RESTATEMENT; RELEASE.
THIS AGREEMENT AMENDS
AND RESTATES IN ITS ENTIRETY THE ORIGINAL CREDIT AGREEMENT.
THE EXECUTION OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH DOES
NOT EXTINGUISH THE INDEBTEDNESS OUTSTANDING IN CONNECTION WITH THE ORIGINAL
CREDIT AGREEMENT NOR DOES IT CONSTITUTE A NOVATION WITH RESPECT TO SUCH
INDEBTEDNESS.
THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF
THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OR
ANY GUARANTORS OBLIGATIONS UNDER THE ORIGINAL CREDIT AGREEMENT, THE OTHER LOAN
DOCUMENTS.
TO INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO
THIS AGREEMENT, THE BORROWER AND, BY THE EXECUTION OF THE LOAN DOCUMENTS TO
WHICH IT IS A PARTY, EACH GUARANTOR WAIVES ANY AND ALL CLAIMS, OFFSETS, DEFENSES
OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF AND
HEREBY RELEASES THE ADMINISTRATIVE AGENT, THE LENDERS, AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE
"RELEASED PARTIES") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITY,
CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR
UNKNOWN, SUSPECTED OR UNSUSPECTED WHICH BORROWER OR ANY GUARANTOR EVER HAD, NOW
HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE
DATE HEREOF OR FROM OR IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.
101
The parties hereto have caused this Agreement to be duly executed as of the day
and year first above written.
BORROWER:
VANGUARD NATURAL GAS, LLC
By:
/s/ Richard Robert
Richard Robert
Executive Vice President
and Chief Financial Officer
102
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
103
LENDERS:
BNP PARIBAS
By:
/s/ David Dodd
Name:
David Dodd
Title:
Managing Director
By:
/s/ Betsy Jocher
Name:
Betsy Jocher
Title:
Director
104
LENDERS:
WACHOVIA BANK, NATIONAL ASSOCIATION
By:
/s/ Shawn Young
Name:
Shawn Young
Title:
Director
105
LENDERS:
THE BANK OF NOVA SCOTIA
By:
/s/ David Mills
Name:
David Mills
Title:
Director
106