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).
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.
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.
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").
