SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VANGUARD NATURAL RESOURCES, LLCLimited Liability Company Agreement • November 2nd, 2007 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VANGUARD NATURAL RESOURCES, LLC, dated as of October 29, 2007 is entered into by and among Majeed S. Nami, Majeed S. Nami Irrevocable Trust dated 11. January 2007, Majeed S. Nami Personal Endowment Fund dated 11. January 2007, Nami Capital Partners, LLC, Scott W. Smith, Richard A. Robert, 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, BLRTQS Partner, a general partnership, Britt Pence, Patty Avila-Eady together with any other Persons who hereafter become Members in Vanguard Natural Resources, LLC or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
OMNIBUS AGREEMENT AMONG MAJEED S. NAMI, ARIANA ENERGY LLC, TRUST ENERGY COMPANY, LLC, VANGUARD NATURAL GAS, LLC AND VANGUARD NATURAL RESOURCES, LLCOmnibus Agreement • November 2nd, 2007 • Vanguard Natural Resources, LLC • Crude petroleum & natural gas
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, October 29, 2007 (the “Execution Date”), among Vanguard Natural Resources, LLC, a Delaware limited liability company (the “Company”), Ariana Energy LLC, a Tennessee limited liability company (“Ariana”), Trust Energy Company, a Kentucky limited liability company (“TEC”), Vanguard Natural Gas, LLC, a Delaware limited liability company (“VNG”) and Majeed S. Nami (“Nami”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
