ABRAXAS ENERGY PARTNERS, L.P. Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTAbraxas Energy Partners LP • October 11th, 2007 • Crude petroleum & natural gas • Texas
This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement"), by and among Abraxas Energy Partners, L.P. (the "Partnership"), Abraxas Operating, LLC, Abraxas General Partner, LLC, Abraxas Energy Investments, LLC, Citigroup Global Markets Inc. and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of units, representing limited partner interests (the "Partnership Units"), in the Partnership. Capitalized terms used herein but not defined herein shall have the meaning given such terms in the Underwriting Agreement.
