150,000,000 CREDIT AGREEMENT Among ABRAXAS ENERGY PARTNERS, L.P. as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME as Lenders, and SOCIÉTÉ GÉNÉRALE as Administrative Agent and as Issuing Lender May 25, 2007Credit Agreement • July 13th, 2007 • Abraxas Energy Partners LP • New York
This Credit Agreement dated as of May 25, 2007 is among ABRAXAS ENERGY PARTNERS, L.P., a Delaware limited partnership ("Borrower"), the lenders party hereto from time to time as Lenders (as defined below), and SOCIÉTÉ GÉNÉRALE, as Administrative Agent (as defined below) and as Issuing Lender (as defined below).
AMENDED AND RESTATED CREDIT AGREEMENT Among ABRAXAS ENERGY PARTNERS, L.P. as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME as Lenders, SOCIÉTÉ GÉNÉRALE as Administrative Agent and as Issuing Lender, THE ROYAL BANK OF CANADA as Syndication...Credit Agreement • April 25th, 2008 • Abraxas Energy Partners LP • Crude petroleum & natural gas • New York
This Amended and Restated Credit Agreement dated as of January 31, 2008 is among ABRAXAS ENERGY PARTNERS, L.P., a Delaware limited partnership ("Borrower"), the lenders party hereto from time to time as Lenders (as defined below), and SOCIÉTÉ GÉNÉRALE, as Administrative Agent (as defined below) and as Issuing Lender (as defined below).
ABRAXAS ENERGY PARTNERS, L.P. [ ] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2009 • Abraxas Energy Partners LP • Crude petroleum & natural gas • Texas
The undersigned, Abraxas Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), Abraxas Operating, LLC, a Texas limited liability company (the “Operating Company”), Abraxas General Partner, LLC, a Delaware limited liability company (the “General Partner”) and Abraxas Energy Investments, LLC, a Texas limited liability company (“Investments”), hereby address you as the “Representative” and hereby confirm their agreement with the several Underwriters named in Schedule I hereto (the “Underwriters”). The Partnership, the Operating Company, the General Partner, and Investments are collectively referred to herein as the “Abraxas Parties.” The Partnership, the General Partner and the Operating Company are referred to collectively herein as the “Partnership Entities.”
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 16th, 2007 • Abraxas Energy Partners LP • Crude petroleum & natural gas • Delaware
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made as of , 2007 by and among Abraxas General Partner, LLC, a Delaware limited liability company (the "Company"), Abraxas Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), and ("Indemnitee").
AMENDMENT NO. 1 (Subordinated Credit Agreement)Subordinated Credit Agreement • March 10th, 2009 • Abraxas Energy Partners LP • Crude petroleum & natural gas • New York
This Amendment No. 1 (“Agreement”) dated as of January 16, 2009 (“Effective Date”) is among Abraxas Energy Partners, L.P., a Delaware limited partnership (“Borrower”), the lenders party to the Credit Agreement described below from time to time as Lenders, and Société Générale, as Administrative Agent (in such capacity, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENT by and among ABRAXAS ENERGY PARTNERS, L.P. and THE PURCHASERS NAMED HEREINRegistration Rights Agreement • July 13th, 2007 • Abraxas Energy Partners LP • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of May 25, 2007, by and among ABRAXAS ENERGY PARTNERS, L.P., a Delaware limited partnership (the "Partnership"), and the Purchasers listed on the signature pages attached hereto (individually, a "Purchaser" or collectively "Purchasers"). Capitalized terms used herein without definition shall have the meanings given to them in the Purchase Agreement, as defined below.
FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT AMONG ABRAXAS PETROLEUM CORPORATION, ABRAXAS GENERAL PARTNER, LLC, ABRAXAS OPERATING, LLC AND ABRAXAS ENERGY PARTNERS, L.P. September 19, 2007Omnibus Agreement • September 20th, 2007 • Abraxas Energy Partners LP • Crude petroleum & natural gas
THIS FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT ("Agreement") is entered into on September 19, 2007, but is effective as of the Effective Date (as defined herein), and is by and among Abraxas Petroleum Corporation, a Nevada corporation ("APC"), Abraxas General Partner, LLC, a Delaware limited liability company (the "General Partner"), Abraxas Operating, LLC, a Texas limited liability company ("Operating LLC"), and Abraxas Energy Partners, L.P., a Delaware limited partnership (the "Partnership"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties."
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT dated as of May 25, 2007 among ABRAXAS PETROLEUM CORPORATION ABRAXAS ENERGY PARTNERS, L.P. and THE PURCHASERS NAMED IN THIS AGREEMENTExchange and Registration Rights Agreement • July 13th, 2007 • Abraxas Energy Partners LP • New York
This EXCHANGE AND REGISTRATION RIGHTS AGREEMENT ("Agreement") is made and entered into as of the 25th day of May, 2007, by and among Abraxas Petroleum Corporation, a Nevada corporation ("Parent"), Abraxas Energy Partners, L.P., a Delaware limited partnership (the "Partnership") and each of the persons listed on Schedule 1 attached to this Agreement (each a "Purchaser" and collectively the "Purchasers").
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ABRAXAS GENERAL PARTNER, LLC Dated as of June 26, 2007Limited Liability Company Agreement • July 13th, 2007 • Abraxas Energy Partners LP • Delaware
THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of ABRAXAS GENERAL PARTNER, LLC (the "Company"), dated as of June 26, 2007, is entered into by Abraxas Petroleum Corporation, a Nevada corporation, as sole member of the Company (the "Sole Member").
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AMONG ABRAXAS PETROLEUM CORPORATION ABRAXAS GENERAL PARTNER, LLC, ABRAXAS ENERGY PARTNERS, L.P., ABRAXAS ENERGY INVESTMENTS, LLC AND ABRAXAS OPERATING, LLC May 25, 2007Contribution, Conveyance and Assumption Agreement • July 13th, 2007 • Abraxas Energy Partners LP • Texas
This Contribution, Conveyance and Assumption Agreement, dated as of May 25, 2007, is entered into by and among Abraxas Petroleum Corporation, a Nevada corporation ("APC"), Abraxas General Partner, LLC, a Delaware limited liability company (the "General Partner"), Abraxas Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), Abraxas Energy Investments, LLC, a Texas limited liability company ("Investments"), and Abraxas Operating, LLC, a Texas limited liability company (the "Operating LLC"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties." Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.
AMENDMENT NO. 1 (Amended and Restated Credit Agreement)Credit Agreement • March 10th, 2009 • Abraxas Energy Partners LP • Crude petroleum & natural gas • New York
This Amendment No. 1 (“Agreement”) dated as of January 16, 2009 (“Effective Date”) is among Abraxas Energy Partners, L.P., a Delaware limited partnership (“Borrower”), the lenders party to the Credit Agreement described below from time to time as Lenders, and Société Générale, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Issuing Lender (in such capacity, the “Issuing Lender”).
SECOND AMENDMENT TO THE COMPANY AGREEMENT OF ABRAXAS OPERATING, LLCCompany Agreement • August 24th, 2007 • Abraxas Energy Partners LP • Crude petroleum & natural gas • Texas
This Second Amendment to the Company Agreement (the "Amendment") of Abraxas Operating, LLC, a Texas limited liability company (the "Company"), dated effective as of May 25, 2007 (the "Effective Date"), is made and entered into by and among Abraxas Energy Investments, LLC, a Texas limited liability company, and Abraxas General Partner, LLC, a Delaware limited liability company, constituting all of the members of the Company (each a "Member" and collectively, the "Members").
ABRAXAS ENERGY PARTNERS, L.P. LONG-TERM INCENTIVE PLAN RESTRICTED UNIT GRANT AGREEMENTRestricted Unit Grant Agreement • November 16th, 2007 • Abraxas Energy Partners LP • Crude petroleum & natural gas
This Restricted Unit Grant Agreement ("Grant Agreement") is made and entered into effective as of , 2007 (the "Grant Date") by and between ABRAXAS ENERGY PARTNERS, L.P., a Delaware limited partnership (the "Partnership"), and ("Participant").
COMPANY AGREEMENT OF ABRAXAS OPERATING, LLCCompany Agreement • August 24th, 2007 • Abraxas Energy Partners LP • Crude petroleum & natural gas • Texas
This Company Agreement (the "Agreement") of Abraxas Operating, LLC, a Texas limited liability company (the "Company"), is hereby adopted as of May 21, 2007 by Abraxas Petroleum Corporation, a Nevada corporation, the initial sole Member of the Company.
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2009 • Abraxas Energy Partners LP • Crude petroleum & natural gas • New York
THIS AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of October 6, 2008, by and among ABRAXAS ENERGY PARTNERS, L.P., a Delaware limited partnership ( the “Partnership” ), and the Purchasers listed on the signature pages attached hereto (individually, a “Purchaser” and collectively “Purchasers”).
ABRAXAS ENERGY PARTNERS, L.P. LONG-TERM INCENTIVE PLAN OPTION AGREEMENTOption Agreement • November 16th, 2007 • Abraxas Energy Partners LP • Crude petroleum & natural gas
This Option Agreement ("Option Agreement") is made and entered into effective as of , 2007 (the "Grant Date") by and between ABRAXAS ENERGY PARTNERS, L.P., a Delaware limited partnership (the "Partnership"), and ("Participant").
PURCHASE AND SALE AGREEMENT BETWEEN ST. MARY LAND & EXPLORATION COMPANY, ET AL., AS SELLER AND ABRAXAS OPERATING, LLC AS BUYER Dated: December 11, 2007Purchase and Sale Agreement • April 25th, 2008 • Abraxas Energy Partners LP • Crude petroleum & natural gas • Colorado
This Purchase and Sale Agreement (this "Agreement") is made and entered into this 11TH day of December, 2007, by and between ST. MARY LAND & EXPLORATION COMPANY, a Delaware corporation ("St. Mary"), Ralph H. Smith Restated Revocable Trust Dated 8/14/97, Ralph H. Smith Trustee ("Smith"), and Kent J. Harrell, Trustee of the Kent J. Harrell Revocable Trust Dated January 19, 1995 ("Harrell") (who are collectively referred to herein as "Seller"), and ABRAXAS OPERATING, LLC, a Texas limited liability company ("Buyer"). Buyer and Seller are collectively referred to herein as the "Parties", and are sometimes referred to individually as a "Party."
SUBORDINATED CREDIT AGREEMENT Among ABRAXAS ENERGY PARTNERS, L.P. as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME as Lenders, SOCIÉTÉ GÉNÉRALE as Administrative Agent, and THE ROYAL BANK OF CANADA as Syndication Agent January 31, 2008 SG...Subordinated Credit Agreement • April 25th, 2008 • Abraxas Energy Partners LP • Crude petroleum & natural gas • New York
This Subordinated Credit Agreement dated as of January 31, 2008 is among ABRAXAS ENERGY PARTNERS, L.P., a Delaware limited partnership ("Borrower"), the lenders party hereto from time to time as Lenders (as defined below), and SOCIÉTÉ GÉNÉRALE, as Administrative Agent (as defined below).
AMENDMENT NO. 1 TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • March 10th, 2009 • Abraxas Energy Partners LP • Crude petroleum & natural gas • New York
THIS AMENDMENT NO. 1 TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of October 6, 2008, by and among ABRAXAS PETROLEUM CORPORATION, a Nevada corporation (“Parent”), ABRAXAS ENERGY PARTNERS, L.P., a Delaware limited partnership ( the “Partnership” ), and the Purchasers listed on the signature pages attached hereto (individually, a “Purchaser” and collectively “Purchasers”).
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • April 25th, 2008 • Abraxas Energy Partners LP • Crude petroleum & natural gas • New York
This Intercreditor and Subordination Agreement (this "Agreement"), dated as of January 31, 2008 is among Société Générale, as administrative agent (in such capacity, with its successors and assigns, the "Senior Administrative Agent") for the Senior Lenders (as defined below), Société Générale, as administrative agent (in such capacity, the "Subordinated Administrative Agent") for the Subordinated Lenders (as defined below), and Abraxas Energy Partners, L.P., a Delaware limited partnership (the "Borrower").
FIRST AMENDMENT TO THE COMPANY AGREEMENT OF ABRAXAS OPERATING, LLCCompany Agreement • August 24th, 2007 • Abraxas Energy Partners LP • Crude petroleum & natural gas • Texas
This First Amendment to the Company Agreement (the "Amendment") of Abraxas Operating, LLC, a Texas limited liability company (the "Company"), dated effective as of May 25, 2007 (the "Effective Date"), is made and entered into by the sole member of the Company, Abraxas Petroleum Corporation, a Nevada corporation ("Sole Member").
STANDBY COMMON UNIT PURCHASE AGREEMENTStandby Common Unit Purchase Agreement • April 9th, 2009 • Abraxas Energy Partners LP • Crude petroleum & natural gas • Texas
THIS STANDBY COMMON UNIT PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of , 2009, by and between Abraxas Petroleum Corporation, a Nevada corporation (“Abraxas Petroleum”), and Abraxas Energy Partners, L.P., a Delaware limited partnership (the “Partnership”).
PURCHASE AGREEMENT by and among ABRAXAS ENERGY PARTNERS, L.P. ABRAXAS GENERAL PARTNER, LLC ABRAXAS OPERATING, LLC ABRAXAS PETROLEUM CORPORATION and THE PURCHASERS NAMED HEREINPurchase Agreement • July 13th, 2007 • Abraxas Energy Partners LP • New York
This Purchase Agreement (this "Agreement") is dated as of May 25, 2007 by and among ABRAXAS PETROLEUM CORPORATION, a Nevada corporation (the "Parent"), ABRAXAS ENERGY PARTNERS, L.P., a Delaware limited partnership (the "Partnership"), ABRAXAS GENERAL PARTNER, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Parent (the "General Partner"), Abraxas Operating, LLC, a Texas limited liability company (the "Operating Company"), and the purchasers listed on Schedule 1 attached hereto (individually, a "Purchaser" and collectively, the "Purchasers").
INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • July 13th, 2007 • Abraxas Energy Partners LP • Delaware
This Investors' Rights Agreement, dated as of May 25, 2007 (the "Agreement"), is made and entered into by and among Abraxas Energy Partners, L.P., a Delaware limited partnership ("Company"), Abraxas General Partner, LLC, a Delaware limited liability company ("GP"), Abraxas Petroleum Corporation, a Nevada corporation ("Parent") and the investors listed on Schedule 1 attached hereto (individually a "Investor" and collectively, the "Investors").
ABRAXAS ENERGY PARTNERS, L.P. LONG-TERM INCENTIVE PLAN PHANTOM UNIT AWARD AGREEMENTPhantom Unit Award Agreement • April 25th, 2008 • Abraxas Energy Partners LP • Crude petroleum & natural gas • Delaware
This Phantom Unit Award Agreement ("Agreement") is made and entered into effective as of , 2008 (the "Grant Date") by and between ABRAXAS ENERGY PARTNERS, L.P., a Delaware limited partnership (the "Partnership"), and (the "Participant").
