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...
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Exhibit
10.1
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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:
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| (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:
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Borrowing
Base Utilization Grid
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Borrowing
Base Utilization Percentage
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<25%
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>25% <50%
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>50% <75%
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>75%
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Eurodollar
Loans
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1.00%
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1.25%
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1.50%
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1.75%
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ABR
Loans
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.00%
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.25%
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.50%
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.75%
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Commitment
Fee Rate
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.25%
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.30%
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.375%
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.375%
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Letter
of Credit Fee
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1.00%
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1.25%
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1.50%
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1.75%
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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."
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4.
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Borrowing
Base.
As
of the Effective Date, the Borrowing Base shall be $110,500,000,
and the
Monthly Reduction Amount shall be
$0.
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3
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5.
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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).
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6.
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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.
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7.
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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.
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8.
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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.
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9.
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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.
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| 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.
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[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.
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BORROWER:
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VANGUARD
NATURAL GAS, LLC
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f/k/a
Nami Holding Company, LLC
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By:
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/s/
Xxxxxxx Xxxxxx
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Xxxxxxx
Xxxxxx
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Executive
Vice President
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and
Chief Financial Officer
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ADMINISTRATIVE
AGENT:
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CITIBANK,
N.A.
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as
Administrative Agent
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By:
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/s/
Xxxxxx XxXxxxxxx
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Xxxxxx
XxXxxxxxx
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Vice
President
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LENDERS:
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CITIBANK,
N.A.
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By:
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/s/
Xxxxxx XxXxxxxxx
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Xxxxxx
XxXxxxxxx
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Vice
President
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LENDERS:
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BNP
PARIBAS
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By:
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/s/
Xxxxx Xxxxxx
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Name:
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Xxxxx
Xxxxxx
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Title:
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Director
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/s/
Xxxxx Xxxxxx
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Name:
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Xxxxx
Xxxxxx
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Title:
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Vice
President
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