(Mark
One)
|
||
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
|
|
For
the fiscal year ended December 31,
2008
|
OR
|
||
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
|
|
For
the transition period
from to .
|
Delaware
|
61-1521161
|
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(I.R.S.
Employer
Identification
No.)
|
|
7700
San Felipe, Suite 485
Houston,
Texas
|
77063
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Title
of Each Class
|
Name
of Each Exchange
on
which Registered
|
|
Common
Units
|
New
York Stock Exchange
|
Yes o
|
No
x
|
Yes o
|
No
x
|
and
(2) has been subject to such filing requirements for the past
90 days.
|
Yes x
|
No
o
|
Part III
of this Form 10-K or any amendment to this
Form 10-K.
|
o
|
Large
accelerated filero
|
Accelerated
filerx
|
|
Non-accelerated
filero
|
Smaller
reporting companyo
|
|
(Do
not check if smaller reporting company)
|
Yes o
|
No x
|
|
(b) Exhibits
|
Exhibit No.
|
Exhibit Title
|
Incorporated by Reference to the
Following
|
||
3.1
|
Certificate
of Formation of Vanguard Natural Resources, LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
3.2
|
Second
Amended and Restated Limited Liability Company Agreement of Vanguard
Natural Resources, LLC (including specimen unit certificate for the
units)
|
Form
8-K, filed November 2, 2007 (File No. 001-33756)
|
||
10.1+
|
Vanguard
Natural Resources, LLC Long-Term Incentive Plan
|
Form
8-K, filed October 24, 2007 (File No. 001-33756)
|
||
10.2+
|
Form of
Vanguard Natural Resources, LLC Long-Term Incentive Plan Phantom Options
Grant Agreement
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.3+
|
Vanguard
Natural Resources, LLC Class B Unit Plan
|
Form
8-K, filed October 24, 2007 (File No. 001-33756)
|
||
10.4+
|
Form of
Vanguard Natural Resources, LLC Class B Unit Plan Restricted
Class B Unit Grant
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.5
|
Management
Services Agreement, effective January 5, 2007, by and between Vinland
Energy Operations, LLC, Vanguard Natural Gas, LLC, Trust Energy Company,
LLC and Ariana Energy, LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.6
|
Participation
Agreement, effective January 5, 2007, by and between Vinland Energy
Eastern, LLC, Vanguard Natural Gas, LLC, Trust Energy Company, LLC and
Ariana Energy, LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.7
|
Gathering
and Compression Agreement, effective January 5, 2007, by and between
Vinland Energy Gathering, LLC, Vinland Energy Eastern, LLC, Vanguard
Natural Gas, LLC and Ariana Energy, LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.8
|
Gathering
and Compression Agreement, effective January 5, 2007, by and between
Vinland Energy Gathering, LLC, Vinland Energy Eastern, LLC, Vanguard
Natural Gas, LLC and Trust Energy Company
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.9
|
Gathering
and Compression Agreement, effective January 5, 2007, by and between
Vinland Energy Gathering, LLC and Nami Resources Company,
L.L.C.
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.10
|
Well
Services Agreement, effective January 5, 2007, by and between Vinland
Energy Operations, LLC, Vanguard Natural Gas, LLC and Ariana Energy,
LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.11
|
Well
Services Agreement, effective January 5, 2007, by and between Vinland
Energy Operations, LLC, Vanguard Natural Gas, LLC and Trust Energy
Company, LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.12
|
Well
Services Agreement, effective January 5, 2007, by and between Vinland
Energy Operations, LLC and Nami Resources Company, L.L.C.
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.13
|
Amended
and Restated Operating Agreement by and between Vinland Energy Operations,
LLC, Vinland Energy Eastern, LLC and Ariana Energy, LLC, dated October 2,
2007 and effective as of January 5, 2007
|
Form
S-1/A, filed October 22, 2007 (File No. 333-142363)
|
||
10.14
|
Operating
Agreement, effective January 5, 2007, by and between Vinland Energy
Operations, LLC, Vinland Energy Eastern, LLC and Trust Energy Company,
LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.15
|
Amended
and Restated Indemnity Agreement by and between Nami Resources Company,
L.L.C., Vinland Energy Eastern, LLC, Trust Energy Company, LLC, Vanguard
Natural Gas, LLC and Vanguard Natural Resources, LLC, dated September 11,
2007
|
Form
S-1/A, filed September 18, 2007 (File No. 333-142363)
|
||
10.16
|
Revenue
Payment Agreement by and between Nami Resources Company, L.L.C. and Trust
Energy Company, dated April 18, 2007 and effective as of January 5,
2007
|
Form
S-1/A, filed August 21, 2007 (File No. 333-142363)
|
||
10.17
|
Gas
Supply Agreement, dated April 18, 2007, by and between Nami Resources
Company, L.L.C. and Trust Energy Company
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.18+
|
Amended
Employment Agreement, dated April 18, 2007, by and between Scott W.
Smith, VNR Holdings, LLC and Vanguard Natural Resources,
LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.19+
|
Amended
Employment Agreement, dated April 18, 2007, by and between Richard A.
Robert, VNR Holdings, LLC and Vanguard Natural Resources,
LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.20
|
Registration
Rights Agreement, dated April 18, 2007, between Vanguard Natural
Resources, LLC and the private investors named therein
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.21
|
Purchase
Agreement, dated April 18, 2007, between Vanguard Natural Resources,
LLC, Majeed S. Nami and the private investors named
therein
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.22
|
Omnibus
Agreement, dated October 29, 2007, among Majeed S. Nami, Vanguard Natural
Resources, LLC, Vanguard Natural Gas, LLC, Ariana Energy, LLC and Trust
Energy Company, LLC.
|
Form
8-K, filed November 2, 2007 (File No. 001-33756)
|
||
10.23+
|
Employment
Agreement, dated May 15, 2007, by and between Britt Pence, VNR Holdings,
LLC and Vanguard Natural Resources, LLC
|
Form
S-1/A, filed July 5, 2007 (File No. 333-142363)
|
||
10.24
|
Natural
Gas Contract, dated May 26, 2003, between Nami Resources Company,
Inc. and Osram Sylvania Products, Inc.
|
Form
S-1/A, filed August 21, 2007 (File No. 333-142363)
|
||
10.25
|
Natural
Gas Purchase Contract, dated December 16, 2004, between Nami
Resources Company, LLC and Dominion Field Services, Inc.
|
Form
S-1/A, filed August 21, 2007 (File No. 333-142363)
|
||
10.26
|
Natural
Gas Purchase Contract, dated December 28, 2004, between Nami
Resources Company, LLC and Dominion Field Services, Inc.
|
Form
S-1/A, filed August 21, 2007 (File No. 333-142363)
|
||
10.27+
|
Director
Compensation Agreement
|
Form
S-1/A, filed September 18, 2007 (File No. 333-142363)
|
||
10.28
|
Purchase
and Sale Agreement, dated December 21, 2007, among Vanguard Permian, LLC
and Apache Corporation
|
Form
8-K/A, filed February 13, 2008 (File No. 001-33756)
|
||
10.29
|
Amended
Purchase and Sale Agreement, dated January 31, 2008, among Vanguard
Permian, LLC and Apache Corporation
|
Form
8-K/A, filed February 4, 2008 (File No. 001-33756)
|
||
10.30
|
Amended
and Restated Credit Agreement, dated February 14, 2008, by and between
Nami Holding Company, LLC, Citibank, N.A., as administrative agent and L/C
issuer and the lenders party thereto
|
Previously
filed with our Form 10-K on March 31, 2008
|
||
10.31
|
Purchase
and Sale Agreement, dated July 18, 2008, among Vanguard Permian, LLC and
Segundo Navarro Drilling, Ltd.
|
Form
8-K, filed July 21, 2008 (File No. 001-33756)
|
||
10.32+
|
Form
of Indemnity Agreement dated August 7, 2008
|
Previously
filed with our Quarterly report on Form 10-Q on August 13,
2008
|
||
10.33
|
Second
Amendment to First Amended and Restated Credit Agreement, dated October
22, 2008, by and between Vanguard Natural Gas, LLC, Compass Bank, as
lender, and Citibank, N.A., as administrative agent
|
Previously
filed with our Quarterly report on Form 10-Q on November 14,
2008
|
||
10.34
|
First
Amendment to First Amended and Restated Credit Agreement, dated May 15,
2008, by and between Vanguard Natural Gas, LLC, lenders party thereto, and
Citibank, N.A., as administrative agent
|
Previously
filed with our Form 10-K on March 11, 2009
|
||
10.35
|
Third
Amendment to First Amended and Restated Credit Agreement, dated February
18, 2009, by and between Vanguard Natural Gas, LLC, lenders party thereto,
and Citibank, N.A., as administrative agent
|
Previously
filed with our Form 10-K on March 11, 2009
|
||
16.1
|
Letter
re change in certifying accountant
|
Form
8-K, filed on September 2, 2008 (File No. 001-33756)
|
||
21.1
|
List
of subsidiaries of Vanguard Natural Resources, LLC
|
Previously
filed with our Form 10-K on March 11, 2009
|
||
23.1
|
Consent
of BDO Seidman, LLP, Independent Registered Public Accounting
Firm
|
Filed
herewith
|
||
23.2
|
Consent
of UHY LLP, Independent Registered Public Accounting Firm
|
Filed
herewith
|
||
23.3
|
Consent
of UHY LLP, Independent Registered Public Accounting Firm
|
Filed
herewith
|
||
31.1
|
Certification
of Chief Executive Officer Pursuant to Rule 13a — 14 of the
Securities and Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
Filed
herewith
|
||
31.2
|
Certification
of Chief Financial Officer Pursuant to Rule 13a — 14 of the
Securities and Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
Filed
herewith
|
||
32.1
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
Filed
herewith
|
||
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
Filed
herewith
|
||
+
Management Contract or Compensatory Plan or Arrangement required to be
filed as an exhibit hereto pursuant to Item 601 of Regulation
S-K.
|
VANGUARD
NATURAL RESOURCES, LLC
|
||||||||||
By:
/s/ Scott W. Smith
|
||||||||||
Scott
W. Smith
|
||||||||||
President
and Chief Executive Officer
|
||||||||||
February
4, 2010
|
/s/
Scott W. Smith
|
Scott
W. Smith
|
|
President,
Chief Executive Officer and Director
|
|
(Principal
Executive Officer)
|
|
February
4, 2010
|
/s/
Richard A. Robert
|
Richard
A. Robert
|
|
Executive
Vice President and Chief
|
|
Financial
Officer (Principal Financial Officer
|
|
and
Principal Accounting Officer)
|
|
February
4, 2010
|
*
|
W.
Richard Anderson
|
|
Director
|
|
February
4, 2010
|
*
|
Bruce
W. McCullough
|
|
Director
|
|
February
4, 2010
|
*
|
John
R. McGoldrick
|
|
Director
|
|
February
4, 2010
|
*
|
Loren
Singletary
|
|
Director
|
|
February
4, 2010
|
*
|
Lasse
Wagene
|
|
Director
|
|
*
By: /s/ Scott W. Smith
|
|
Attorney-in-fact
|
Exhibit
No.
|
Exhibit
Title
|
Incorporated
by Reference to the Following
|
||
3.1
|
Certificate
of Formation of Vanguard Natural Resources, LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
3.2
|
Second
Amended and Restated Limited Liability Company Agreement of Vanguard
Natural Resources, LLC (including specimen unit certificate for the
units)
|
Form
8-K, filed November 2, 2007 (File No. 001-33756)
|
||
10.1+
|
Vanguard
Natural Resources, LLC Long-Term Incentive Plan
|
Form
8-K, filed October 24, 2007 (File No. 001-33756)
|
||
10.2+
|
Form of
Vanguard Natural Resources, LLC Long-Term Incentive Plan Phantom Options
Grant Agreement
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.3+
|
Vanguard
Natural Resources, LLC Class B Unit Plan
|
Form
8-K, filed October 24, 2007 (File No. 001-33756)
|
||
10.4+
|
Form of
Vanguard Natural Resources, LLC Class B Unit Plan Restricted
Class B Unit Grant
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.5
|
Management
Services Agreement, effective January 5, 2007, by and between Vinland
Energy Operations, LLC, Vanguard Natural Gas, LLC, Trust Energy Company,
LLC and Ariana Energy, LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.6
|
Participation
Agreement, effective January 5, 2007, by and between Vinland Energy
Eastern, LLC, Vanguard Natural Gas, LLC, Trust Energy Company, LLC and
Ariana Energy, LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.7
|
Gathering
and Compression Agreement, effective January 5, 2007, by and between
Vinland Energy Gathering, LLC, Vinland Energy Eastern, LLC, Vanguard
Natural Gas, LLC and Ariana Energy, LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.8
|
Gathering
and Compression Agreement, effective January 5, 2007, by and between
Vinland Energy Gathering, LLC, Vinland Energy Eastern, LLC, Vanguard
Natural Gas, LLC and Trust Energy Company
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.9
|
Gathering
and Compression Agreement, effective January 5, 2007, by and between
Vinland Energy Gathering, LLC and Nami Resources Company,
L.L.C.
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.10
|
Well
Services Agreement, effective January 5, 2007, by and between Vinland
Energy Operations, LLC, Vanguard Natural Gas, LLC and Ariana Energy,
LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.11
|
Well
Services Agreement, effective January 5, 2007, by and between Vinland
Energy Operations, LLC, Vanguard Natural Gas, LLC and Trust Energy
Company, LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.12
|
Well
Services Agreement, effective January 5, 2007, by and between Vinland
Energy Operations, LLC and Nami Resources Company, L.L.C.
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.13
|
Amended
and Restated Operating Agreement by and between Vinland Energy Operations,
LLC, Vinland Energy Eastern, LLC and Ariana Energy, LLC, dated October 2,
2007 and effective as of January 5, 2007
|
Form
S-1/A, filed October 22, 2007 (File No. 333-142363)
|
||
10.14
|
Operating
Agreement, effective January 5, 2007, by and between Vinland Energy
Operations, LLC, Vinland Energy Eastern, LLC and Trust Energy Company,
LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.15
|
Amended
and Restated Indemnity Agreement by and between Nami Resources Company,
L.L.C., Vinland Energy Eastern, LLC, Trust Energy Company, LLC, Vanguard
Natural Gas, LLC and Vanguard Natural Resources, LLC, dated September 11,
2007
|
Form
S-1/A, filed September 18, 2007 (File No. 333-142363)
|
||
10.16
|
Revenue
Payment Agreement by and between Nami Resources Company, L.L.C. and Trust
Energy Company, dated April 18, 2007 and effective as of January 5,
2007
|
Form
S-1/A, filed August 21, 2007 (File No. 333-142363)
|
||
10.17
|
Gas
Supply Agreement, dated April 18, 2007, by and between Nami Resources
Company, L.L.C. and Trust Energy Company
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.18+
|
Amended
Employment Agreement, dated April 18, 2007, by and between Scott W.
Smith, VNR Holdings, LLC and Vanguard Natural Resources,
LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.19+
|
Amended
Employment Agreement, dated April 18, 2007, by and between Richard A.
Robert, VNR Holdings, LLC and Vanguard Natural Resources,
LLC
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.20
|
Registration
Rights Agreement, dated April 18, 2007, between Vanguard Natural
Resources, LLC and the private investors named therein
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.21
|
Purchase
Agreement, dated April 18, 2007, between Vanguard Natural Resources,
LLC, Majeed S. Nami and the private investors named
therein
|
Form
S-1/A, filed April 25, 2007 (File No. 333-142363)
|
||
10.22
|
Omnibus
Agreement, dated October 29, 2007, among Majeed S. Nami, Vanguard Natural
Resources, LLC, Vanguard Natural Gas, LLC, Ariana Energy, LLC and Trust
Energy Company, LLC.
|
Form
8-K, filed November 2, 2007 (File No. 001-33756)
|
||
10.23+
|
Employment
Agreement, dated May 15, 2007, by and between Britt Pence, VNR Holdings,
LLC and Vanguard Natural Resources, LLC
|
Form
S-1/A, filed July 5, 2007 (File No. 333-142363)
|
||
10.24
|
Natural
Gas Contract, dated May 26, 2003, between Nami Resources Company,
Inc. and Osram Sylvania Products, Inc.
|
Form
S-1/A, filed August 21, 2007 (File No. 333-142363)
|
||
10.25
|
Natural
Gas Purchase Contract, dated December 16, 2004, between Nami
Resources Company, LLC and Dominion Field Services, Inc.
|
Form
S-1/A, filed August 21, 2007 (File No. 333-142363)
|
||
10.26
|
Natural
Gas Purchase Contract, dated December 28, 2004, between Nami
Resources Company, LLC and Dominion Field Services, Inc.
|
Form
S-1/A, filed August 21, 2007 (File No. 333-142363)
|
||
10.27+
|
Director
Compensation Agreement
|
Form
S-1/A, filed September 18, 2007 (File No. 333-142363)
|
||
10.28
|
Purchase
and Sale Agreement, dated December 21, 2007, among Vanguard Permian, LLC
and Apache Corporation
|
Form
8-K/A, filed February 13, 2008 (File No. 001-33756)
|
||
10.29
|
Amended
Purchase and Sale Agreement, dated January 31, 2008, among Vanguard
Permian, LLC and Apache Corporation
|
Form
8-K/A, filed February 4, 2008 (File No. 001-33756)
|
||
10.30
|
Amended
and Restated Credit Agreement, dated February 14, 2008, by and between
Nami Holding Company, LLC, Citibank, N.A., as administrative agent and L/C
issuer and the lenders party thereto
|
Previously
filed with our Form 10-K on March 31, 2008
|
||
10.31
|
Purchase
and Sale Agreement, dated July 18, 2008, among Vanguard Permian, LLC and
Segundo Navarro Drilling, Ltd.
|
Form
8-K, filed July 21, 2008 (File No. 001-33756)
|
||
10.32+
|
Form
of Indemnity Agreement dated August 7, 2008
|
Previously
filed with our Quarterly report on Form 10-Q on August 13,
2008
|
||
10.33
|
Second
Amendment to First Amended and Restated Credit Agreement, dated October
22, 2008, by and between Vanguard Natural Gas, LLC, Compass Bank, as
lender, and Citibank, N.A., as administrative agent
|
Previously
filed with our Quarterly report on Form 10-Q on November 14,
2008
|
||
10.34
|
First
Amendment to First Amended and Restated Credit Agreement, dated May 15,
2008, by and between Vanguard Natural Gas, LLC, lenders party thereto, and
Citibank, N.A., as administrative agent
|
Previously
filed with our Form 10-K on March 11, 2009
|
||
10.35
|
Third
Amendment to First Amended and Restated Credit Agreement, dated February
18, 2009, by and between Vanguard Natural Gas, LLC, lenders party thereto,
and Citibank, N.A., as administrative agent
|
Previously
filed with our Form 10-K on March 11, 2009
|
||
16.1
|
Letter
re change in certifying accountant
|
Form
8-K, filed on September 2, 2008 (File No. 001-33756)
|
||
21.1
|
List
of subsidiaries of Vanguard Natural Resources, LLC
|
Previously
filed with our Form 10-K on March 11, 2009
|
||
23.1
|
Consent
of BDO Seidman, LLP, Independent Registered Public Accounting
Firm
|
Filed
herewith
|
||
23.2
|
Consent
of UHY LLP, Independent Registered Public Accounting Firm
|
Filed
herewith
|
||
23.3
|
Consent
of UHY LLP, Independent Registered Public Accounting Firm
|
Filed
herewith
|
||
31.1
|
Certification
of Chief Executive Officer Pursuant to Rule 13a — 14 of the
Securities and Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
Filed
herewith
|
||
31.2
|
Certification
of Chief Financial Officer Pursuant to Rule 13a — 14 of the
Securities and Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
Filed
herewith
|
||
32.1
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
Filed
herewith
|
||
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
Filed
herewith
|
||
+
Management Contract or Compensatory Plan or Arrangement required to be
filed as an exhibit hereto pursuant to Item 601 of Regulation
S-K.
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