OPERATING AGREEMENT (Kentucky Operations)Operating Agreement • April 25th, 2007 • Vanguard Natural Resources, LLC • Tennessee
THIS OPERATING AGREEMENT (the “Agreement”), entered into effective January 5, 2007, is made by and between VINLAND ENERGY OPERATIONS, LLC, hereinafter designated and referred to as “Operator,” and TRUST ENERGY COMPANY, LLC (“TEC”) and VINLAND ENERGY EASTERN, LLC (“VEE”), hereinafter referred to as “Non-Operators.”
AMENDED EMPLOYMENT AGREEMENTAmended Employment Agreement • April 25th, 2007 • Vanguard Natural Resources, LLC • Texas
This AMENDED EMPLOYMENT AGREEMENT (this “Agreement”), effective as of April 18, 2007, is by and between VNR Holdings, LLC, a Delaware limited liability company (“VNR”), Vanguard Natural Resources, LLC, a Delaware limited liability company (“Parent”) and Richard A. Robert (the “Executive”).
WELL SERVICES AGREEMENT (TENNESSEE OPERATIONS)Well Services Agreement • April 25th, 2007 • Vanguard Natural Resources, LLC
THIS WELL SERVICES AGREEMENT (the “Agreement”), effective as of January 5, 2007, by and between VINLAND ENERGY OPERATIONS, LLC, a Delaware limited liability company with an address of 104 Nami Plaza, Suite 1, London, Kentucky 40741 (“Operator”) and VANGUARD NATURAL GAS, LLC, a Kentucky limited liability company with an address of 7700 San Felipe, Suite 485, Houston, Texas 77063, and its subsidiary ARIANA ENERGY, LLC (collectively, the “Owner”).
FIRST AMENDMENT TO CREDIT AGREEMENT AmongCredit Agreement • April 25th, 2007 • Vanguard Natural Resources, LLC
FIRST AMENDMENT TO CREDIT AGREEMENT made as of March 2, 2007 (this “First Amendment” or “Amendment”), is entered into among NAMI HOLDING COMPANY, LLC, a limited liability company duly formed and existing under the laws of the Commonwealth of Kentucky (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.
GAS SUPPLY AGREEMENTGas Supply Agreement • April 25th, 2007 • Vanguard Natural Resources, LLC • Kentucky
THIS GAS SUPPLY AGREEMENT (“Agreement”) is made this 18th day of April 2007, by and between NAMI RESOURCES COMPANY L.L.C., a Kentucky limited liability company, herein called “Buyer”, and TRUST ENERGY COMPANY, LLC, a Kentucky limited liability company, herein called “Supplier”.
GATHERING AND COMPRESSION AGREEMENT (NRC-VEG ASHER WELLS)Gathering and Compression Agreement • April 25th, 2007 • Vanguard Natural Resources, LLC • Kentucky
THIS GATHERING AND COMPRESSION AGREEMENT (the “Agreement”) effective as of January 5, 2007, by and between VINLAND ENERGY GATHERING, LLC, a Delaware limited liability company (“VEG”) and NAMI RESOURCES COMPANY L.L.C., a Kentucky limited liability company (“NRC”).
INDEMNITY AGREEMENTIndemnity Agreement • April 25th, 2007 • Vanguard Natural Resources, LLC • Kentucky
THIS INDEMNITY AGREEMENT (“Agreement”) is made this 18th day of April, 2007, but effective January 5, 2007, by and between NAMI RESOURCES COMPANY L.L.C., a Kentucky limited liability company, with a mailing address of 104 Nami Plaza, Suite 1, London, Kentucky 40741 (“NRC”) and VINLAND ENERGY EASTERN, LLC, a Delaware limited liability company, with a mailing address of 104 Nami Plaza, Suite 1, London, Kentucky 40741 (hereinafter jointly and severally “Indemnitors”) and TRUST ENERGY COMPANY, LLC, a Kentucky limited liability company with a mailing address of 7700 San Felipe, Suite 485, Houston, Texas 77063 (hereinafter “Indemnitee”).
REGISTRATION RIGHTS AGREEMENT by and among VANGUARD NATURAL RESOURCES, LLC and LEHMAN BROTHERS MLP OPPORTUNITY FUND L.P., THIRD POINT PARTNERS LP, THIRD POINT PARTNERS QUALIFIED LP and BLRTQS PartnersRegistration Rights Agreement • April 25th, 2007 • Vanguard Natural Resources, LLC • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 18, 2007 (the “Effective Date”), by and among VANGUARD NATURAL RESOURCES, LLC, a Delaware limited liability company (the “Company”), and LEHMAN BROTHERS MLP OPPORTUNITY FUND L.P., a Delaware limited partnership, and THIRD POINT PARTNERS LP, a Delaware limited partnership, THIRD POINT PARTNERS QUALIFIED LP, a Delaware limited partnership, and BLRTQS Partners, a general partnership (collectively, the “Purchasers”). Capitalized terms used herein without definition shall have the meanings given to them in the Purchase Agreement, as defined below.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 25th, 2007 • Vanguard Natural Resources, LLC • Kentucky
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is effective as of January 5, 2007, by and between VINLAND ENERGY OPERATIONS, LLC, a Delaware limited liability company (“Manager”) and VANGUARD NATURAL GAS, LLC, a Kentucky limited liability company, and its subsidiaries, ARIANA ENERGY, LLC and TRUST ENERGY COMPANY, LLC (collectively the “Company”).
PURCHASE AGREEMENTPurchase Agreement • April 25th, 2007 • Vanguard Natural Resources, LLC • New York
This Purchase Agreement (this “Agreement”) is dated as of April 18, 2007 by and among VANGUARD NATURAL RESOURCES, LLC, a Delaware limited liability company (the “Company”), Majeed S. Nami (“Nami”) and LEHMAN BROTHERS MLP OPPORTUNITY FUND L.P., a Delaware limited partnership, THIRD POINT PARTNERS LP, a Delaware limited partnership, THIRD POINT PARTNERS QUALIFIED LP, a Delaware limited partnership, and BLRTQS Partners, a general partnership (individually, a “Purchaser” and collectively, the “Purchasers”).
SECOND AMENDMENT TO CREDIT AGREEMENT AmongCredit Agreement • April 25th, 2007 • Vanguard Natural Resources, LLC
SECOND AMENDMENT TO CREDIT AGREEMENT made as of April 13, 2007 (this “Second 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.
GATHERING AND COMPRESSION AGREEMENT (KENTUCKY OPERATIONS)Gathering and Compression Agreement • April 25th, 2007 • Vanguard Natural Resources, LLC • Kentucky
THIS GATHERING AND COMPRESSION AGREEMENT (the “Agreement”) effective as of January 5, 2007, by and between VINLAND ENERGY GATHERING, LLC, a Delaware limited liability company (“VEG”); VANGUARD NATURAL GAS, LLC, a Kentucky limited liability company, and its subsidiary TRUST ENERGY COMPANY, LLC, a Tennessee limited liability company (collectively referred to as “VANGUARD”); and (solely with respect to Section 4.1 hereof) VINLAND ENERGY EASTERN, LLC, a Delaware limited liability company (“VEE”).
GATHERING AND COMPRESSION AGREEMENTGathering and Compression Agreement • April 25th, 2007 • Vanguard Natural Resources, LLC • Kentucky
THIS GATHERING AND COMPRESSION AGREEMENT (the “Agreement”) effective as of January 5, 2007, by and between VINLAND ENERGY GATHERING, LLC, a Delaware limited liability company (“VEG”); VANGUARD NATURAL GAS, LLC, a Kentucky limited liability company, and its subsidiary ARIANA ENERGY, LLC, a Tennessee limited liability company (collectively referred to as “VANGUARD”); and (solely with respect to Section 4.1 hereof) VINLAND ENERGY EASTERN, LLC, a Delaware limited liability company (“VEE”).
Vanguard Natural Resources, LLC Class B Unit Plan Grant of Restricted Class B UnitsVanguard Natural Resources, LLC • April 25th, 2007 • Delaware
PARTICIPATION AGREEMENTParticipation Agreement • April 25th, 2007 • Vanguard Natural Resources, LLC • Kentucky
THIS PARTICIPATION AGREEMENT (this “Agreement”) is made effective as of January 5, 2007 (the “Effective Date”), between and among VINLAND ENERGY EASTERN, LLC, a Delaware limited liability company (“VEE” or “Vinland”), VANGUARD NATURAL GAS, LLC a Kentucky limited liability company (“VNG”), and its subsidiaries, ARIANA ENERGY, LLC, a Tennessee limited liability company (“AE”) and TRUST ENERGY COMPANY, LLC, a Kentucky limited liability company (“TEC”) (sometimes collectively referred to herein as “Vanguard”).
WELL SERVICES AGREEMENT (NRC-ASHER WELLS)Well Services Agreement • April 25th, 2007 • Vanguard Natural Resources, LLC
THIS WELL SERVICES AGREEMENT (the “Agreement”), effective as of January 5, 2007, by and between VINLAND ENERGY OPERATIONS, LLC, a Delaware limited liability company with an address of 104 Nami Plaza, Suite 1, London, Kentucky 40741 (“Operator”) and NAMI RESOURCES L.L.C., with an address of 104 Nami Plaza, Suite 1, London, Kentucky 40741 (“Owner”).
