amend2rra.htm


    Exhibit 10.1


      AMENDMENT NO.
2

       

      TO

       

      REGISTRATION RIGHTS
AGREEMENT

       

      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”).

       

      RECITALS

       

      WHEREAS, the Partnership and the
Purchasers entered into that certain Registration Rights Agreement dated as of
May 25, 2007 (the “Original Agreement”),
pursuant to which the Partnership agreed to
provide certain registration and other rights set forth in the Original
Agreement for the benefit of the Purchasers;

       

      WHEREAS, on December 5, 2007,
the Partnership and the Purchasers named therein executed and delivered that
certain Amendment No. 1 to Registration Rights Agreement (“Amendment No. 1”);
and

       

      WHEREAS, the Partnership and
the Purchasers desire to further amend the Original Agreement as set forth in
this Amendment.

       

      NOW THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and in
that certain Amendment No. 1 to Exchange and Registration Rights Agreement dated
as of the date hereof, and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each party hereto, the parties
hereby agree as follows:

       

      Section
1.                      Capitalized
Terms.  Capitalized terms used in this Amendment shall have the
meaning set forth in the Original Agreement except as otherwise defined in this
Amendment.

       

      Section
2.                      Amendment.  Pursuant
to Section 3.13 of the Original Agreement, the Original Agreement, as amended by
Amendment No.1, is hereby amended, as follows:

       

      (a)           Section
1 of the Original Agreement is hereby amended as follows:

       

      (i)           The
following definitions are hereby added to Section 1 and shall read in their
entirety as follows:

       

      A.  “Maturity
Date” means January 31, 2009.

       

      B.  “Subordinated Credit
Agreement” means that certain Subordinated Credit Agreement dated as of
January 31, 2008 among the Partnership, the Lenders party thereto, Société
Générale, as Administrative Agent, and The Royal

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      



      Bank of
Canada, as Syndication Agent, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith or any successor or replacement agreement (together with any related
notes, guarantees, collateral documents, instruments and agreements executed in
connection therewith), whether with the same or any other lender, group of
lenders or agent, in each case as the same may be amended (including any
amendment and restatement thereof), modified, supplemented, extended, restated,
substituted, increased, replaced, renewed or refinanced from time to time in
accordance with its terms.

       

      (iii)           The
definitions of “Exchange Agreement” and “Partnership Agreement” are hereby
amended to read, in their entirety, as follows:

       

      A. “Exchange Agreement”
means that certain Exchange and Registration Rights Agreement dated as of May
25, 2007, as amended by Amendment No. 1 to Exchange and Registration Rights
Agreement dated as of October 6, 2008 by and among ABP and the purchasers named
therein.

       

      B. “Partnership
Agreement” means the Second Amended and Restated Agreement of Limited
Partnership of Abraxas Energy Partners, L.P. dated as of September 19,
2007.

       

      (b)           Section
1.02 of the Original Agreement is hereby amended to read, in its entirety, as
follows:

       

      Section
1.02                                Registrable
Securities.  Any Registrable Security will cease to be a
Registrable Security when (a) a registration statement covering such Registrable
Security has been declared effective by the Commission and such Registrable
Security has been sold or disposed of pursuant to such effective registration
statement; (b) such Registrable Security has been disposed of pursuant to any
section of Rule 144 (or any similar provision then in force under the Securities
Act) or is eligible for sale without registration, pursuant to Rule 144(d)
promulgated by the Commission pursuant to the Securities Act (or any similar
provision then in force under the Securities Act), in the opinion of counsel to
the Partnership; (c) such Registrable Security is held by the Partnership or one
of its subsidiaries; (d) such Registrable Security has been converted into
shares of Common Stock pursuant to the Exchange Agreement; (e) the Partnership
is liquidated and dissolved of the Partnership; or (f) such Registrable Security
has been sold in a private transaction in which the transferor’s rights under
this Agreement are not assigned to the transferee of such
securities.

       

      (c)           Section
2.01(a)(i) is hereby amended to read, in its entirety, as follows:

       

      “Section
2.01                                Shelf
Registration.

       

      (a)           Shelf Registration and IPO
Registration.

       

      (i)           The
Partnership has previously filed with the Commission registration statement
number 333-144537 on Form S-1 under the Securities Act

       


      
        
           


        

        
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      for an
IPO (the “IPO
Registration Statement”). As soon as practicable following the date
hereof, the Partnership shall use its commercially reasonable efforts to prepare
and file a registration statement under the Securities Act to permit the public
resale by the Holders of the Registrable Securities from time to time as
permitted by Rule 415 (or any similar provision then in force) of the Securities
Act (the “Shelf
Registration Statement”).  The Partnership shall use its
commercially reasonable efforts to cause the IPO Registration Statement and the
Shelf Registration Statement to become effective on or before January
31, 2009 (the “Required Effective
Date”); provided, however, that in the event that the Subordinated Credit
Agreement is terminated on or prior to the Maturity Date and any replacement
thereof has a maturity date as set forth therein later than June 30, 2009, or if
the Subordinated Credit Agreement is amended, modified, supplemented, extended,
restated, substituted, increased, replaced, renewed or refinanced and the
maturity date as set forth therein is a date later than June 30, 2009, then the
Required Effective Date shall be April 30, 2009.  The Shelf
Registration Statement filed pursuant to this Section 2.01(a)(i)
shall be on such appropriate registration form of the Commission as shall be
selected by the Partnership.

       

      (d)           Section
2.01(a)(iv) of the Original Agreement is hereby amended to read, in its
entirety, as follows:

       

      “(iv)                      If
the IPO Registration Statement is not declared effective by the Commission by
the Required Effective Date, then the Partnership shall pay each Holder, as
liquidated damages and not as a penalty, the IPO Liquidated Damages
Amount.  The payment of the IPO Liquidated Damages Amount to a Holder
pursuant to this provision shall cease at the earlier of (i) the consummation of
an IPO; (ii) the dissolution and liquidation of the Partnership; and (iii) the
later of (x) January 31, 2009 or, if the Required Effective Date is
extended to April 30, 2009 pursuant to the provisions of Section 2.01(a)(i),
April 30, 2009, and (y) the date on which the shareholders of ABP approve an
exchange of the Purchased Securities then held by the Holders into shares of
Common Stock pursuant to the Exchange Agreement. If the Partnership is unable to
proceed with the IPO due to (i) trading in securities generally on the exchange
in which the Partnership has applied to list its securities having been
suspended or materially disrupted, (ii) a banking moratorium having been
declared by federal or state authorities, or (iii) there having been a
declaration of a national emergency by the President of the United States or a
declaration of war by the United States Congress, then the Partnership’s
obligation to pay the IPO Liquidated Damages Amount pursuant to this section
shall temporarily cease until the Partnership, in its good faith judgment, is no
longer unable to proceed with the IPO.”

       

      (e)           Section
3.04 of the Original Agreement is hereby amended to read, in its entirety, as
follows:

       

      “Section
3.04                                Aggregation of Registrable
Securities.  All Registrable Securities held or acquired by
Persons who are Affiliates of one another shall be aggregated together for the
purpose of determining the availability of any rights under this
Agreement.  In addition, all Registrable Securities held or acquired
by (i) Fiduciary/Claymore MLP Opportunity Fund and its Affiliates, FAMCO MLP
Partners,

       


      
        
           


        

        
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      LLC,
Series ABP-1 and its Affiliates shall be aggregated together for purposes of
determining the availability of any rights under this Agreement, (ii) Third
Point Partners Qualified LP and its Affiliates, Third Point Partners LP and its
Affiliates, Third Point Offshore Fund, Ltd. and its Affiliates, Third Point
Ultra Ltd. and its Affiliates shall be aggregated together for purposes of
determining the availability of any rights under this Agreement, and (iii)
Martin B Perlman Associates and its Affiliates, MEDDS III and its Affiliates, PH
Industries, Inc. Money Purchase Plan and its Affiliates, Perlman Value Partners
and its Affiliates, Morgan Stanley FBO Leonard Greenberg Roth IRA and its
Affiliates, Morgan Stanley FBO JoAnn Hassan IRA and its Affiliates, and Morgan
Stanley FBO JoAnn Hassan Roth IRA and its Affiliates shall be aggregated
together for purposes of determining the availability of any rights under this
Agreement.”

       

      Section
3.                      Counterparts.  This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which counterparts, when so executed
and delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Amendment.  In
the event that this Amendment is delivered by facsimile transmission or by
e-mail delivery of a “.pdf” format date file, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such facsimile or
“.pdf” signature page were an original thereof.

       

      Section
4.                      Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

       

      Section
5.                      Governing
Law.  The laws of the State of New York shall govern this
Agreement without regard to principles of conflict of laws.

       

      Section
6.                      Original
Agreement.  Except as expressly amended by this Amendment, the
Original Agreement shall remain in full force and effect and all of the terms of
the Original Agreement are hereby incorporated into this Amendment.

       

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