0001047469-07-007104 Sample Contracts

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
Omnibus Agreement • September 20th, 2007 • Abraxas Energy Partners LP • Crude petroleum & natural gas

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."

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