Abraxas Energy Partners LP Sample Contracts

Abraxas Energy Partners LP – STANDBY COMMON UNIT PURCHASE AGREEMENT (April 9th, 2009)

THIS STANDBY COMMON UNIT PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of                     , 2009, by and between Abraxas Petroleum Corporation, a Nevada corporation (“Abraxas Petroleum”), and Abraxas Energy Partners, L.P., a Delaware limited partnership (the “Partnership”).

Abraxas Energy Partners LP – ABRAXAS ENERGY PARTNERS, L.P. [ ] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (April 9th, 2009)

The undersigned, Abraxas Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), Abraxas Operating, LLC, a Texas limited liability company (the “Operating Company”), Abraxas General Partner, LLC, a Delaware limited liability company (the “General Partner”) and Abraxas Energy Investments, LLC, a Texas limited liability company (“Investments”), hereby address you as the “Representative” and hereby confirm their agreement with the several Underwriters named in Schedule I hereto (the “Underwriters”). The Partnership, the Operating Company, the General Partner, and Investments are collectively referred to herein as the “Abraxas Parties.” The Partnership, the General Partner and the Operating Company are referred to collectively herein as the “Partnership Entities.”

Abraxas Energy Partners LP – AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (March 10th, 2009)

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”).

Abraxas Energy Partners LP – AMENDMENT NO. 1 TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (March 10th, 2009)

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”).

Abraxas Energy Partners LP – AMENDMENT NO. 1 (Subordinated Credit Agreement) (March 10th, 2009)

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”).

Abraxas Energy Partners LP – AMENDMENT NO. 1 (Amended and Restated Credit Agreement) (March 10th, 2009)

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”).

Abraxas Energy Partners LP – ABRAXAS ENERGY PARTNERS, L.P. 3,150,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (September 10th, 2008)

RBC Capital Markets Corporation     As Representative of the Several Underwriters     Named in Schedule I hereto One Liberty Plaza, 165 Broadway New York, NY 10006-1404

Abraxas Energy Partners LP – ABRAXAS ENERGY PARTNERS, L.P. AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN DATED JANUARY 22, 2008 (April 25th, 2008)
Abraxas Energy Partners LP – ABRAXAS ENERGY PARTNERS, L.P. LONG-TERM INCENTIVE PLAN PHANTOM UNIT AWARD AGREEMENT (April 25th, 2008)

This Phantom Unit Award Agreement ("Agreement") is made and entered into effective as of                                    , 2008 (the "Grant Date") by and between ABRAXAS ENERGY PARTNERS, L.P., a Delaware limited partnership (the "Partnership"), and                                    (the "Participant").

Abraxas Energy Partners LP – AMENDED AND RESTATED CREDIT AGREEMENT Among ABRAXAS ENERGY PARTNERS, L.P. as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME as Lenders, SOCIÉTÉ GÉNÉRALE as Administrative Agent and as Issuing Lender, THE ROYAL BANK OF CANADA as Syndication Agent, and THE ROYAL BANK OF SCOTLAND PLC as Documentation Agent January 31, 2008 SG Americas Securities, LLC as Sole Bookrunner and Arranger (April 25th, 2008)
Abraxas Energy Partners LP – SUBORDINATED CREDIT AGREEMENT Among ABRAXAS ENERGY PARTNERS, L.P. as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME as Lenders, SOCIÉTÉ GÉNÉRALE as Administrative Agent, and THE ROYAL BANK OF CANADA as Syndication Agent January 31, 2008 SG Americas Securities, LLC as Sole Bookrunner and Arranger (April 25th, 2008)
Abraxas Energy Partners LP – PURCHASE AND SALE AGREEMENT BETWEEN ST. MARY LAND & EXPLORATION COMPANY, ET AL., AS SELLER AND ABRAXAS OPERATING, LLC AS BUYER Dated: December 11, 2007 (April 25th, 2008)
Abraxas Energy Partners LP – INTERCREDITOR AND SUBORDINATION AGREEMENT (April 25th, 2008)

This Intercreditor and Subordination Agreement (this "Agreement"), dated as of January 31, 2008 is among Société Générale, as administrative agent (in such capacity, with its successors and assigns, the "Senior Administrative Agent") for the Senior Lenders (as defined below), Société Générale, as administrative agent (in such capacity, the "Subordinated Administrative Agent") for the Subordinated Lenders (as defined below), and Abraxas Energy Partners, L.P., a Delaware limited partnership (the "Borrower").

Abraxas Energy Partners LP – ABRAXAS ENERGY PARTNERS, L.P. LONG-TERM INCENTIVE PLAN RESTRICTED UNIT GRANT AGREEMENT (November 16th, 2007)

This Restricted Unit Grant Agreement ("Grant Agreement") is made and entered into effective as of                        , 2007 (the "Grant Date") by and between ABRAXAS ENERGY PARTNERS, L.P., a Delaware limited partnership (the "Partnership"), and                        ("Participant").

Abraxas Energy Partners LP – FORM OF INDEMNIFICATION AGREEMENT (November 16th, 2007)

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").

Abraxas Energy Partners LP – ABRAXAS ENERGY PARTNERS, L.P. Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (November 16th, 2007)

The undersigned, Abraxas Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), Abraxas Operating, LLC, a Texas limited liability company (the "Operating Company"), Abraxas General Partner, LLC, a Delaware limited liability company (the "General Partner"), Abraxas Energy Investments, LLC, a Texas limited liability company ("Investments"), and Citigroup Global Markets Inc. (the "Selling Unitholder") hereby address you as the "Underwriters" and hereby confirm their agreement with the several Underwriters named below. The Partnership, the Operating Company, the General Partner, and Investments are collectively referred to herein as the "Abraxas Parties." The Partnership, the General Partner and the Operating Company are referred to collectively herein as the "Partnership Entities."

Abraxas Energy Partners LP – ABRAXAS ENERGY PARTNERS, L.P. LONG-TERM INCENTIVE PLAN OPTION AGREEMENT (November 16th, 2007)

This Option Agreement ("Option Agreement") is made and entered into effective as of                        , 2007 (the "Grant Date") by and between ABRAXAS ENERGY PARTNERS, L.P., a Delaware limited partnership (the "Partnership"), and                        ("Participant").

Abraxas Energy Partners LP – ABRAXAS ENERGY PARTNERS, L.P. Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (October 11th, 2007)

The undersigned, Abraxas Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), Abraxas Operating, LLC, a Texas limited liability company (the "Operating Company"), Abraxas General Partner, LLC, a Delaware limited liability company (the "General Partner"), Abraxas Energy Investments, LLC, a Texas limited liability company ("Investments"), and Citigroup Global Markets Inc. (the "Selling Unitholder") hereby address you as the "Underwriters" and hereby confirm their agreement with the several Underwriters named below. The Partnership, the Operating Company, the General Partner, and Investments are collectively referred to herein as the "Abraxas Parties." The Partnership, the General Partner and the Operating Company are referred to collectively herein as the "Partnership Entities."

Abraxas Energy Partners LP – FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT AMONG ABRAXAS PETROLEUM CORPORATION, ABRAXAS GENERAL PARTNER, LLC, ABRAXAS OPERATING, LLC AND ABRAXAS ENERGY PARTNERS, L.P. September 19, 2007 (September 20th, 2007)

THIS FIRST AMENDED AND RESTATED OMNIBUS AGREEMENT ("Agreement") is entered into on September 19, 2007, but is effective as of the Effective Date (as defined herein), and is by and among Abraxas Petroleum Corporation, a Nevada corporation ("APC"), Abraxas General Partner, LLC, a Delaware limited liability company (the "General Partner"), Abraxas Operating, LLC, a Texas limited liability company ("Operating LLC"), and Abraxas Energy Partners, L.P., a Delaware limited partnership (the "Partnership"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties."

Abraxas Energy Partners LP – A.A.P.L. FORM 610—1989 MODEL FORM OPERATING AGREEMENT MASTER OPERATING AGREEMENT BY AND BETWEEN ABRAXAS PETROLEUM CORPORATION AND ABRAXAS OPERATING, LLC OPERATING AGREEMENT DATED May 25, 2007 (August 24th, 2007)
Abraxas Energy Partners LP – FIRST AMENDMENT TO THE COMPANY AGREEMENT OF ABRAXAS OPERATING, LLC (August 24th, 2007)

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").

Abraxas Energy Partners LP – COMPANY AGREEMENT OF ABRAXAS OPERATING, LLC (August 24th, 2007)

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.

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

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").

Abraxas Energy Partners LP – 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 AGREEMENT (July 13th, 2007)

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").

Abraxas Energy Partners LP – CERTIFICATE OF FORMATION OF ABRAXAS OPERATING, LLC (July 13th, 2007)

The undersigned, a natural person of the age of eighteen (18) years or more, acting as organizer of a limited liability company under the Texas Business Organizations Code (the "TBOC"), does hereby adopt the following Certificate of Formation for such limited liability company:

Abraxas Energy Partners LP – $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, 2007 (July 13th, 2007)
Abraxas Energy Partners LP – REGISTRATION RIGHTS AGREEMENT by and among ABRAXAS ENERGY PARTNERS, L.P. and THE PURCHASERS NAMED HEREIN (July 13th, 2007)
Abraxas Energy Partners LP – STATE OF DELAWARE CERTIFICATE OF LIMITED PARTNERSHIP OF ABRAXAS ENERGY PARTNERS, L.P. (July 13th, 2007)

THE UNDERSIGNED, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows:

Abraxas Energy Partners LP – ABRAXAS ENERGY PARTNERS, L.P. LONG-TERM INCENTIVE PLAN (July 13th, 2007)
Abraxas Energy Partners LP – INVESTORS' RIGHTS AGREEMENT (July 13th, 2007)

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").

Abraxas Energy Partners LP – PURCHASE AGREEMENT by and among ABRAXAS ENERGY PARTNERS, L.P. ABRAXAS GENERAL PARTNER, LLC ABRAXAS OPERATING, LLC ABRAXAS PETROLEUM CORPORATION and THE PURCHASERS NAMED HEREIN (July 13th, 2007)
Abraxas Energy Partners LP – FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ABRAXAS GENERAL PARTNER, LLC Dated as of June 26, 2007 (July 13th, 2007)
Abraxas Energy Partners LP – 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, 2007 (July 13th, 2007)

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.