0001047469-07-006668 Sample Contracts

SECOND AMENDMENT TO THE COMPANY AGREEMENT OF ABRAXAS OPERATING, LLC
Abraxas Energy Partners LP • August 24th, 2007 • 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").

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COMPANY AGREEMENT OF ABRAXAS OPERATING, LLC
Company 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.

FIRST AMENDMENT TO THE COMPANY AGREEMENT OF ABRAXAS OPERATING, LLC
Abraxas Energy Partners LP • August 24th, 2007 • 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").

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