SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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(Amendment No. 2) | ||||
ENCORE ENERGY PARTNERS LP
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(Name of Issuer)
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COMMON UNITS
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(Title of Class of Securities)
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29257A 106
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(CUSIP Number)
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Richard A. Robert
Vanguard Natural Gas, LLC
5847 San Felipe, Suite 3000
Houston, Texas 77057
Phone (832) 327-2255
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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July 10, 2011
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the
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subject of this schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or
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240.13d-1(g), check the following box. o
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The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 29257A 106
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1.
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Name of Reporting Person.
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Vanguard Natural Resources, LLC
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2.
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Check The Appropriate Box If a Member of a Group (See Instructions)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions):
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BK OO (see Item 3 below)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
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6.
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Citizenship or Place of Organization: Delaware
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Number of Shares
Beneficially Owned
by Each Reporting
Person With
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7.
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Sole Voting Power
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20, 924,055
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8.
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Shared Voting Power
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0
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9.
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Sole Dispositive Power
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20, 924,055
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10.
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Shared Dispositive Power
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0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 20, 924,055
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
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13.
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Percent of Class Represented by Amount in Row (11): Approximately 46%
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14.
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Type of Reporting Person (See Instructions): OO (Limited Liability Company)
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1.
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Name of Reporting Person.
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Vanguard Natural Gas, LLC
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2.
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Check The Appropriate Box If a Member of a Group (See Instructions)
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(a) o
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(b) x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions):
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BK OO (See Item 3)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):o
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6.
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Citizenship or Place of Organization: Kentucky
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Number of Shares
Beneficially Owned
by Each Reporting
Person With
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7.
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Sole Voting Power
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20, 924,055
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8.
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Shared Voting Power
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0
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9.
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Sole Dispositive Power
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20, 924,055
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10.
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Shared Dispositive Power
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0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 20, 924,055
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
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13.
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Percent of Class Represented by Amount in Row (11): Approximately 46%
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14.
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Type of Reporting Person (See Instructions): OO (Limited Liability Company)
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Item 1.
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Security and Issuer
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Item 4.
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Purpose of Transaction
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7.
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Material to be Filed as Exhibits
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Exhibit No.
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Description
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Exhibit 1
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Term Loan, dated November 16, 2010 by and between Vanguard Natural Gas, LLC and BNP Paribas, as administrative agent, and the lenders party thereto, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on November 17, 2010.
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Exhibit 2
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Second Amended and Restated Credit Agreement dated August 31, 2009, by and between Vanguard Natural Gas, LLC, Citibank, N.A., as administrative agent and the lenders party hereto, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on September 1, 2009.
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Exhibit 3
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First Amendment to Second Amended and Restated Credit Agreement dated October 14, 2009, by and between Vanguard Natural Gas, LLC, Citibank, N.A., as administrative agent and the lenders party hereto, incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Vanguard Natural Resources, LLC with the Commission on November 4, 2009.
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Exhibit 4
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Second Amendment to Second Amended and Restated Credit Agreement, dated June 1, 2010, among Vanguard Natural Gas, LLC, Citibank, N.A., Existing Lenders (as defined therein), and Credit Agricole Corporate and Investment Bank, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on June 4, 2010.
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Exhibit 5
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Third Amendment to Second Amended and Restated Credit Agreement, dated November 16, 2010 by and between Vanguard Natural Gas, LLC, Citibank, N.A., as administrative agent and the lenders party thereto, incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on November 17, 2010.
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Exhibit 6
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Fourth Amendment to Second Amended and Restated Credit Agreement, dated December 31, 2010 by and between Vanguard Natural Gas, LLC, Citibank, N.A., as administrative agent and the lenders party thereto, incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on January 3, 2010.
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Exhibit 7
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Second Amended and Restated Agreement of Limited Partnership of Encore Energy Partners LP, incorporated herein by reference to Exhibit 7 to the Original Schedule 13D filed on December 31, 2010.
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Exhibit 8
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Amended and Restated Limited Liability Company Agreement of Encore Energy Partners GP LLC, incorporated herein by reference to Exhibit 8 to the Original Schedule 13D filed on December 31, 2010.
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Exhibit 9
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ENP Interest Security Agreement dated December 31, 2010, by and between Vanguard Natural Gas, LLC and BNP Paribas, as Administrative Agent for the Secured Parties named therein, incorporated herein by reference to Exhibit 9 to the Original Schedule 13D filed on December 31, 2010.
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Exhibit 10
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ENP Interest Security Agreement dated December 31, 2010, by and between Vanguard Natural Gas, LLC and CitiBank, N.A., as Administrative Agent for the Secured Parties named therein, incorporated herein by reference to Exhibit 10 to the Original Schedule 13D filed on December 31, 2010.
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Exhibit 11
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Joint Filing Agreement dated June 3, 2010 between Vanguard Natural Resources, LLC. and Vanguard Natural Gas, LLC, incorporated herein by reference to Exhibit 11 to the Original Schedule 13D filed on December 31, 2010.
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Exhibit 12
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Proposal Letter dated March 24, 2011 from Vanguard Natural Resources, LLC to the Chairman of the Conflicts Committee of the general partner of Encore Energy Partners LP, incorporated herein by reference to Exhibit 12 to Amendment No. 1 to the Original Schedule 13D, filed on March 24, 2011.
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Exhibit 13
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Agreement and Plan of Merger dated as of July 10, 2011, by and among Vanguard Natural Resources, LLC, Vanguard Natural Gas, LLC, Vanguard Acquisition Company, LLC, Encore Energy Partners GP LLC and Encore Energy Partners LP, incorporated herein by reference to Exhibit 2.1 to VNR’s Current Report on Form 8-K filed on July 11, 2011.
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Exhibit 14
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Voting Agreement dated as of July 10, 2011, by and among Vanguard Natural Resources, LLC, Vanguard Natural Gas, LLC, Vanguard Acquisition Company, LLC, Encore Energy Partners GP LLC and Encore Energy Partners LP, incorporated herein by reference to Exhibit 10.1 to VNR’s Current Report on Form 8-K filed on July 11, 2011.
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VANGUARD NATURAL GAS, LLC
BY: VANGUARD NATURAL RESOURCES, LLC,
its sole member.
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By:
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/s/ Scott W. Smith
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Name:
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Scott W. Smith
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Title:
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President, Chief Executive Officer and Director
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VANGUARD NATURAL RESOURCES, LLC
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By:
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/s/ Scott W. Smith
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Name:
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Scott W. Smith
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Title:
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President, Chief Executive Officer and Director
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Exhibit No.
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Description
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Exhibit 1
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Term Loan, dated November 16, 2010 by and between Vanguard Natural Gas, LLC and BNP Paribas, as administrative agent, and the lenders party thereto, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on November 17, 2010.
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Exhibit 2
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Second Amended and Restated Credit Agreement dated August 31, 2009, by and between Vanguard Natural Gas, LLC, Citibank, N.A., as administrative agent and the lenders party hereto, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on September 1, 2009.
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Exhibit 3
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First Amendment to Second Amended and Restated Credit Agreement dated October 14, 2009, by and between Vanguard Natural Gas, LLC, Citibank, N.A., as administrative agent and the lenders party hereto, incorporated herein by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by Vanguard Natural Resources, LLC with the Commission on November 4, 2009.
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Exhibit 4
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Second Amendment to Second Amended and Restated Credit Agreement, dated June 1, 2010, among Vanguard Natural Gas, LLC, Citibank, N.A., Existing Lenders (as defined therein), and Credit Agricole Corporate and Investment Bank, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on June 4, 2010.
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Exhibit 5
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Third Amendment to Second Amended and Restated Credit Agreement, dated November 16, 2010 by and between Vanguard Natural Gas, LLC, Citibank, N.A., as administrative agent and the lenders party thereto, incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on November 17, 2010.
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Exhibit 6
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Fourth Amendment to Second Amended and Restated Credit Agreement, dated December 31, 2010 by and between Vanguard Natural Gas, LLC, Citibank, N.A., as administrative agent and the lenders party thereto, incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by Vanguard Natural Resources, LLC with the Commission on January 3, 2010.
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Exhibit 7
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Second Amended and Restated Agreement of Limited Partnership of Encore Energy Partners LP, incorporated herein by reference to Exhibit 7 to the Original Schedule 13D filed on December 31, 2010.
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Exhibit 8
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Amended and Restated Limited Liability Company Agreement of Encore Energy Partners GP LLC, incorporated herein by reference to Exhibit 8 to the Original Schedule 13D filed on December 31, 2010.
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Exhibit 9
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ENP Interest Security Agreement dated December 31, 2010, by and between Vanguard Natural Gas, LLC and BNP Paribas, as Administrative Agent for the Secured Parties named therein, incorporated herein by reference to Exhibit 9 to the Original Schedule 13D filed on December 31, 2010.
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Exhibit 10
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ENP Interest Security Agreement dated December 31, 2010, by and between Vanguard Natural Gas, LLC and CitiBank, N.A., as Administrative Agent for the Secured Parties named therein, incorporated herein by reference to Exhibit 10 to the Original Schedule 13D filed on December 31, 2010.
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Exhibit 11
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Joint Filing Agreement dated June 3, 2010 between Vanguard Natural Resources, LLC. and Vanguard Natural Gas, LLC, incorporated herein by reference to Exhibit 11 to the Original Schedule 13D filed on December 31, 2010.
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Exhibit 12
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Proposal Letter dated March 24, 2011 from Vanguard Natural Resources, LLC to the Chairman of the Conflicts Committee of the general partner of Encore Energy Partners LP, incorporated herein by reference to Exhibit 12 to Amendment No. 1 to the Original Schedule 13D, filed on March 24, 2011.
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Exhibit 13
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Agreement and Plan of Merger dated as of July 10, 2011, by and among Vanguard Natural Resources, LLC, Vanguard Natural Gas, LLC, Vanguard Acquisition Company, LLC, Encore Energy Partners GP LLC and Encore Energy Partners LP, incorporated herein by reference to Exhibit 2.1 to VNR’s Current Report on Form 8-K filed on July 11, 2011.
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Exhibit 14
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Voting Agreement dated as of July 10, 2011, by and among Vanguard Natural Resources, LLC, Vanguard Natural Gas, LLC, Vanguard Acquisition Company, LLC, Encore Energy Partners GP LLC and Encore Energy Partners LP, incorporated herein by reference to Exhibit 10.1 to VNR’s Current Report on Form 8-K filed on July 11, 2011.
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