amendedsubfacility.htm


    

      Exhibit
10.2

      


      AMENDMENT NO.
2

      (Subordinated
Credit Agreement)

      


      This Amendment No. 2 ("Agreement") dated as
of April 30, 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").

      


      RECITALS

      


      A.                      The
Borrower, the Lenders and the Administrative Agent are parties to the
Subordinated Credit Agreement dated as of January 31, 2008, as amended by that
certain Amendment No. 1 dated as of January 16, 2009 (as so amended and as the
same may be further amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement";
each capitalized term defined in the Credit Agreement and used herein without
definition shall have the meaning assigned to such term in the Credit Agreement,
unless expressly provided to the contrary).

      


      B.                      Contemporaneously
herewith, the Borrower, the Senior Agent and the Senior Lenders (each as defined
in the Credit Agreement) propose to make certain amendments to the Senior Credit
Agreement (as defined in the Credit Agreement) pursuant to that certain
Amendment No. 2 dated as of April 30, 2009 (the "Senior Credit Agreement
Amendment") among the Borrower, the Senior Agent and the Senior
Lenders.

      


      C.                      The
Borrower has requested that the Lenders (a) to the extent required to make such
agreement effective, consent to the Senior Credit Agreement Amendment and (b)
make certain amendments to the Credit Agreement as provided herein.

      


      D.                      The
Borrower, the Administrative Agent and the Lenders wish to, subject to the terms
and conditions of this Amendment, make certain amendments to the Credit
Agreement as provided herein.

      


      THEREFORE, the Borrower, the
Administrative Agent and the Lenders hereby agree as follows:

      


      ARTICLE
I.

       

      DEFINITIONS

       

      Section
1.01 Terms
Defined Above.  As used in this Agreement, each of the terms
defined in the opening paragraph and the Recitals above shall have the meanings
assigned to such terms therein.

       

      Section
1.02 Other
Definitional Provisions.
The words "hereby", "herein", "hereinafter", "hereof", "hereto" and
"hereunder" when used in this Agreement shall refer to this Agreement as a whole
and not to any particular Article, Section, subsection or provision of this
Agreement.  Article, Section, subsection and Exhibit references herein
are to such Articles, Sections, subsections and Exhibits of this Agreement
unless otherwise specified. All titles or headings to Articles, Sections,
subsections or other divisions of this Agreement or the exhibits hereto, if any,
are only for the convenience of the parties and shall not be construed to have
any effect or meaning with respect to the other content of such Articles,
Sections,

       


      
        
           


        

        
          
            

          

        

        
           


        

      


      subsections,
other divisions or exhibits, such other content being controlling as the
agreement among the parties hereto.  Whenever the context requires,
reference herein made to the single number shall be understood
to include the plural; and likewise, the plural shall be understood to include
the singular.  Words denoting gender shall be construed to include the
masculine, feminine and neuter, when such construction is appropriate; and
specific enumeration shall not exclude the general but shall be construed as
cumulative.  Definitions of terms defined in the singular or plural
shall be equally applicable to the plural or singular, as the case may be,
unless otherwise indicated.

       

      ARTICLE
II.

       

      CONSENT

       

      Section
2.01Consent;
Acknowledgment; Agreement.  Subject to the terms of this
Amendment and to the extent required to make such agreements effective, the
Administrative Agent and the Lenders hereby consent to the execution and
delivery of the Senior Credit Agreement Amendment and the terms and conditions
thereof.  The consent by the Lenders and by the Administrative
described in this Section 2.01 is referred to herein as the
"Consent."  The Consent is contingent upon the satisfaction of the
conditions precedent described in Article V below.  The Consent is
strictly limited to the extent described herein.  Nothing contained
herein shall be construed to be a consent to or a permanent waiver of the
Sections covered by the Consent provided for herein or any other terms,
provisions, covenants, warranties or agreements contained in the Credit
Agreement or any other Loan Document.  The Lenders reserve the right
to exercise any rights and remedies available to them in connection with any
other present or future defaults with respect to any provision of the Credit
Agreement or any other Loan Document.  The description herein of the
Consent is based upon the information provided to the Lenders on or prior to the
date hereof, and, to the extent that material information is incorrect or
omitted with respect to any activity, event or circumstance that could result in
a Default or Event of Default, the Consent shall not be deemed to apply to such
activity, event or circumstance.  The failure of the Lenders to give
notice to the Borrower of any such Defaults or Events of Default is not intended
to be nor shall be a waiver thereof.  The Borrower hereby agrees and
acknowledges that the Lenders require and will require strict performance by the
Borrower of all of its obligations, agreements and covenants contained in the
Credit Agreement and the other Loan Documents pursuant to the terms thereof, and
no inaction or action regarding any Default or Event of Default is intended to
be or shall be a waiver thereof.

       

      ARTICLE
III.

       

      AMENDMENTS

       

      Section
3.01Section 1.01 of the Credit Agreement is hereby amended by deleting
the defined term "Applicable Margin" in its entirety and replacing it with the
following:

       

      "Applicable Margin"
means, with respect to any Advance, (a) during such times as any Event of
Default exists, 3% per annum plus the rate per annum set forth below for the
relevant Type of such Advance based on the applicable date, and (b) at all other
times, the rate per annum set forth below for 

       

      
        
          
          

        

        
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      the
relevant Type of such Advance.  The Applicable Margin for any Advance
shall change when and as any such Event of Default commences or
terminates.

      
         

      

       

      
        
          
            	
                    Eurodollar
      Rate Advances

                  	
                    Reference
      Rate Advances

                  
	
                    10.00%

                  	
                    9.00%

                  


          

        

      

      



      Section
3.02Section 7.01(p) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:

       

      (p)           Equity Issuance
Proceeds. The Borrower fails to receive Equity Issuance Proceeds in
immediately available funds in an amount equal to at least $20,000,000 on or
before May 7, 2009.

       

      ARTICLE
IV.

       

      REPRESENTATIONS
AND WARRANTIES

       

      Section
4.01 Representations
and Warranties.  The Borrower represents and warrants that: (a)
its representations and warranties contained in Article IV of the Credit
Agreement and its representations and warranties contained in the Security
Instruments, the Guaranties, and each of the other Loan Documents to which it is
a party are true and correct in all material respects on and as of the Effective
Date, as though made on and as of such date, except those representations and
warranties that speak of a certain date, which representations and warranties
were true and correct as of such date; (b) no Default has occurred and is
continuing; (c) the execution, delivery and performance of this Agreement are
within the corporate power and authority of  the Borrower and have
been duly authorized by appropriate partnership action and proceedings; (d) this
Agreement constitutes the legal, valid, and binding obligation of the Borrower
enforceable in accordance with its terms, except as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
the rights of creditors generally and general principles of equity; (e) there
are no governmental or other third party consents, licenses and approvals
required in connection with the execution, delivery, performance, validity and
enforceability of this Agreement; and (f) the Liens under the Security
Instruments are valid and subsisting and secure the Borrower's obligations under
the Loan Documents.

       

      ARTICLE
V.

       

      CONDITIONS

       

      This
Agreement shall become effective and enforceable against the parties hereto upon
the occurrence of the following conditions precedent:

      


      Section
5.01 Documentation.  The
Administrative Agent shall have received multiple original counterparts, as
requested by the Administrative Agent, of this Agreement duly and validly
executed and delivered by duly authorized officers of the Borrower, the
Administrative Agent, and the Lenders.

       

      
        
          
          

        

        
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      Section
5.02 Senior
Credit Agreement Amendment.  The Administrative Agent shall
have received true and correct copies of the fully-executed Senior Credit
Agreement Amendment and such agreement shall have become effective.

       

      Section
5.03 No
Default.  No Default shall have occurred and be continuing as
of the Effective Date.

       

      Section
5.04 Representations
and Warranties.  The representations and warranties in this
Agreement shall be true and correct in all material respects.

       

      Section
5.05 Fees and
Expenses.  The Borrower shall have paid all fees and expenses
of the Administrative Agent's outside legal counsel and other consultants
pursuant to all invoices presented for payment on or prior to the Effective
Date.

       



      ARTICLE
VI.

       

      MISCELLANEOUS

       

      Section
6.01 Effect on
Loan Documents;
Acknowledgments.

       

      (a)           The
Borrower acknowledges that on the date hereof all Obligations are payable
without defense, offset, counterclaim or recoupment.

       

      (b)           The
Administrative Agent and the Lenders hereby expressly reserve all of their
rights, remedies, and claims under the Loan Documents.  Nothing in
this Agreement shall constitute a waiver or relinquishment of (i) any Default or
Event of Default under any of the Loan Documents, (ii) any of the agreements,
terms or conditions contained in any of the Loan Documents, (iii) any rights or
remedies of the Administrative Agent or any Lender with respect to the Loan
Documents, or (iv) the rights of the Administrative Agent or any Lender to
collect the full amounts owing to them under the Loan Documents.

       

      (c)           Each
of the Borrower, the Administrative Agent and the Lenders does hereby adopt,
ratify, and confirm the Credit Agreement, and acknowledges and agrees that the
Credit Agreement and all other Loan Documents are and remain in full force and
effect, and the Borrower acknowledges and agrees that its liabilities under the
Credit Agreement and the other Loan Documents are not impaired in any respect by
this Agreement or the consent and amendment granted hereunder.

       

      (d)           This
Agreement is a Loan Document for the purposes of the provisions of the other
Loan Documents.  Without limiting the foregoing, any breach of
representations, warranties, and covenants under this Agreement shall be a
Default or Event of Default, as applicable, under the Credit
Agreement.

       

      Section
6.02 Counterparts.  This
Agreement may be signed in any number of counterparts, each of which shall be an
original and all of which, taken together, constitute a single
instrument.  This Agreement may be executed by facsimile signature and
all such signatures shall be effective as originals.

       

      
        
          
          

        

        
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      Section
6.03 Successors
and Assigns.  This Agreement shall be binding upon and inure to
the benefit of the Lenders, the Borrower, the Administrative Agent and their
respective successors and assigns permitted pursuant to the Credit
Agreement.

       

      Section
6.04 Invalidity.  In
the event that any one or more of the provisions contained in this Agreement
shall for any reason be held invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement.

       

      Section
6.05 Governing
Law.  This Agreement
shall be deemed to be a contract made under and shall be governed by and
construed in accordance with the laws of the State of New York.

       

      Section 6.06Entire
Agreement.
THIS AGREEMENT, THE
CREDIT AGREEMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE
UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT
THERETO.

       

      THERE
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

       


      


       

      


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