SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ABRAXAS ENERGY PARTNERS, L.P.Limited Partnership Agreement • March 17th, 2008 • Abraxas Petroleum Corp • Crude petroleum & natural gas • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ABRAXAS ENERGY PARTNERS, L.P. dated as of September 19, 2007, is entered into by and among Abraxas General Partner, LLC, a Delaware limited liability company, as the General Partner and the other parties hereto, as limited partners, together with any other Persons who are or become Partners in the Partnership as provided herein, and amends and restates in its entirety the Agreement of Limited Partnership of Abraxas Energy Partners, L.P. dated as of May 18, 2007, as amended and restated by the First Amended and Restated Agreement of Limited Partnership of Abraxas Energy Partners, L.P. dated as of May 25, 2007. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 17th, 2008 • Abraxas Petroleum Corp • 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”).
