0001193125-09-049862 Sample Contracts

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”).

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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”).

AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT
Registration 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”).

AMENDMENT NO. 1 TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange 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”).

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