amendedcreditfac.htm


     

    Exhibit
10.1

     

    
 

    AMENDMENT NO.
1

    (Amended
and Restated Credit Agreement)

    


    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").

    


    RECITALS

    


    A.                      The
Borrower, the Lenders, the Issuing Lender and the Administrative Agent are
parties to the Amended and Restated Credit Agreement dated as of January 31,
2008, (as the same may be 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 Subordinated Agent and the Subordinated Lenders
(each as defined in the Credit Agreement) propose to make certain amendments to
the Subordinated Credit Agreement (as defined in the Credit Agreement) pursuant
to that certain Amendment No. 1 dated as of January 16, 2009 (the "Subordinated Credit
Agreement Amendment") among the Borrower, the Subordinated Agent and the
Subordinated Lenders.

    


    C.                      The
Borrower has requested that the Lenders (a) consent to (i) the Subordinated
Credit Agreement Amendment and (ii) the terms of that certain Amendment No. 1 to
Intercreditor Agreement and Subordination dated as of January 16, 2009 (the
"Intercreditor
Amendment") among the Administrative Agent, the Subordinated Agent, the
Borrower and the Guarantors, (b) redetermine the amount of the Borrowing Base as
provided herein, and (c) make certain amendments to the Credit Agreement as
provided herein.

    


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

    


    ARTICLE
I.

     

    DEFINITIONS

     

    Section
1.01Terms
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
1.02Other
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

     

    


    
      
        
          
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    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, the Administrative Agent and the Lenders hereby consent to (a) the
execution and delivery of the Intercreditor Amendment and the terms and
conditions thereof and (b) the execution and delivery of the Subordinated Credit
Agreement Amendment and the terms and conditions thereof.  The
consents by the Lenders and by the Administrative Agent described in this
Section 2.01 are collectively referred to herein as the
"Consents."  The Consents are contingent upon the satisfaction of the
conditions precedent described in Article VI below.  Such Consents are
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 Consents 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 descriptions herein of the
Consents are 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, such 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.

     

    BORROWING
BASE

     

    Section
3.01Redetermination
of Borrowing Base.  Subject to the terms of this Amendment, the
parties hereto agree that, as of the Effective Date, the Borrowing Base shall be
equal to $140,000,000 and such Borrowing Base shall remain in effect at such
amount until the Borrowing Base is redetermined in accordance with the Credit
Agreement.

     

    


    
      
        
          
             

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    ARTICLE
IV.

     

    AMENDMENTS

     

    


     

    Section
4.01Section 1.01 of the Credit Agreement is hereby amended as
follows:

     

    (a)           Each
of the following defined terms is deleted in its entirety and replaced with the
following:

     

    "Adjusted Reference
Rate" means, for any day, the fluctuating rate per annum of interest
equal to the greatest of (a) the Reference Rate in effect on such day, (b) the
Federal Funds Rate in effect on such day plus 1⁄2 of 1%, and (c) a rate determined
by the Administrative Agent to be the Daily One-Month LIBOR plus
1.50%.  Any change in the Adjusted Reference Rate due to a change in
the Reference Rate, the Federal Funds Rate or the Daily One-Month LIBOR shall be
effective on the effective date of such change in the Reference Rate, Federal
Funds Rate or Daily One-Month LIBOR.

     

    "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 otherwise applicable under
clause (b) below, and (b) at all other times:

     

    (i)           for
any day during the Subordinated Loan Period, the rate per annum set forth below
for the relevant Type of such Advance based on the relevant Utilization
applicable from time to time, and

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Utilization

                                	
                                  Eurodollar
      Rate Advances

                                	
                                  Reference
      Rate Advances

                                
	
                                  Less
      than or equal to 25%

                                	
                                  2.50%

                                	
                                  1.50%

                                
	
                                  Greater
      than 25% but less than 50%

                                	
                                  2.75%

                                	
                                  1.75%

                                
	
                                  Equal
      to or greater than 50% but less than 75%

                                	
                                  3.00%

                                	
                                  2.00%

                                
	
                                  Equal
      to or greater than 75% but less than 85%

                                	
                                  3.25%

                                	
                                  2.25%

                                
	
                                  Equal
      to or greater than 85%

                                	
                                  3.50%

                                	
                                  2.50%

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

    (ii)           for
any day other than a day during the Subordinated Loan Period, the rate per annum
set forth below for the relevant Type of such Advance based on the relevant
Utilization applicable from time to time.

     

    
      
        
          
            
              
                
                  
                    	
                            Utilization

                          	
                            Eurodollar
      Rate Advances

                          	
                            Reference
      Rate Advances

                          
	
                            Less
      than or equal to 25%

                          	
                            2.00%

                          	
                            1.00%

                          
	
                            Greater
      than 25% but less than 50%

                          	
                            2.25%

                          	
                            1.25%

                          
	
                            Equal
      to or greater than 50% but less than 75%

                          	
                            2.50%

                          	
                            1.50%

                          
	
                            Equal
      to or greater than 75% but less than 85%

                          	
                            2.75%

                          	
                            1.75%

                          
	
                            Equal
      to or greater than 85%

                          	
                            3.00%

                          	
                            2.00%

                          


                  

                

              

            

          

        

      

    

    


    The
Applicable Margin for any Advance shall change when and as the relevant date or
Utilization changes, when and as the Subordinated Loan Period ends and when and
as any such Event of Default commences or terminates.

     

    "Commitment Fee Rate"
means the per annum commitment fee rate set forth below and applicable from time
to time.  The Commitment Fee Rate shall change when and as the
relevant Utilization changes:

     

    
      
        
          
            
              
                	
                        Utilization

                      	
                        Rate

                      
	
                        Less
      than or equal to 25%

                      	
                        0.300%

                      
	
                        Greater
      than 25% but less than 50%

                      	
                        0.375%

                      
	
                        Equal
      to or greater than 50% but less than 75%

                      	
                        0.375%

                      
	
                        Equal
      to or greater than 75% but less than 85%

                      	
                        0.500%

                      
	
                        Equal
      to or greater than 85%

                      	
                        0.500%

                      


              

            

          

        

      

    

    (b)           The
following new terms are added in alphabetical order:

     

    "Amendment No. 1 Effective
Date" means January 16, 2009.

     

    "APC Letter of Credit"
means the "APC Letter of Credit" as defined in the Subordinated Credit
Agreement.

     

    "Capital Expenditures"
means, for the Borrower and its Subsidiaries for any period, the aggregate of
all expenditures and costs paid or, without duplication, accrued by the Borrower
and such Subsidiaries during such period that are for items which should be
capitalized in accordance with GAAP, including intangible drilling and
development expenditures.

     

    "Daily One-Month
LIBOR" means, for any day, the rate of interest per annum (rounded
upward, if necessary, to the nearest whole 1/8 of 1%) determined pursuant to the
following formula:

     

    Daily
One Month LIBOR
=                               Base
LIBOR                                           

    100%
- LIBOR Reserve Percentage

     

     For
purposes of this definition:

     

    (a)           "Base LIBOR" means the
rate per annum for United States dollar deposits quoted by the Administrative
Agent for the purpose of

     

    


    
      
        
          
             

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    calculating
effective rates of interest for loans making reference to the "Daily One-Month
LIBOR", as the inter-bank offered rate in effect from time to time for delivery
of funds for one (1) month in amounts approximately equal to the principal
amount of such loans; provided that the
Administrative Agent may base its quotation of the inter-bank offered rate upon
such offers or other market indicators of the inter-bank market as the
Administrative Agent in its discretion deems appropriate including, but not
limited to, the Eurodollar Rate.

     

    (b)           "LIBOR Reserve
Percentage" means the reserve percentage prescribed by the Federal
Reserve Board for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities,
adjusted by the Administrative Agent for expected changes in such reserve
percentage during a one (1) month period.

     

    "Subordinated
Loan Period" means the
period from and including the Amendment No. 1 Effective Date to and including
the Subordinated Loan Termination Date.

     

    "Subordinated Loan
Termination Date" means the first date on which (a) the Subordinated Debt
(other than contingent expense reimbursement and indemnification obligations)
has been paid in cash in full, (b) all Hedge Contracts between the Borrower or
any of its Subsidiaries and any Subordinated Lender that is not also a Lender
hereunder or any Affiliate of such a Subordinated Lender have been terminated,
(c) the Subordinated Loan Documents have been terminated (except as to expense
reimbursement and indemnification provisions), and (d) the Subordinated Lenders
have executed and delivered to the Administrative Agent all documents and
instruments required to release and terminate the Liens securing the
Subordinated Obligations.

     

    Section
4.02Section 2.03(e)(ii) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:

     

    (ii)
in the case of a payment to be made by the Borrower, the interest rate
applicable to Reference Rate Advances.

     

    Section
4.03Section 6.05 of the Credit Agreement is hereby amended by (a) adding
the phrase "and pursuant to the Exchange Agreement" after the phrase "pursuant
to the Registration Rights Agreement" in the lead-in to such Section, and (b) by
deleting clause (b) of such Section and replacing it in its entirety with the
following:

     

    (b)
the Borrower may declare and pay quarterly cash distributions to its equity
interest holders of Available Cash so long as before and after giving effect to
such distribution and any redetermination of the Borrowing Base as a result of
such distribution (1) no Default exists and (2) no Borrowing Base Deficiency
exists; provided
that:

     

    


    
      
        
          
             

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    (i)no
such cash distribution shall be made using the proceeds of any Advance unless
the Unused Commitment Amount, as it may have been calculated as a result of such
distribution, is greater than or equal to 10% of the lesser of (A) the then
effective Borrowing Base or (B) the aggregate Commitments;

     

    (ii)           with
respect to the cash distribution scheduled to be made on or about May 15, 2009
attributable to the first quarter of 2009, no such distribution shall be made
unless (A) the sum of the Borrower’s unrestricted cash and Unused Commitment
Amount after giving effect to such distribution shall be at least $20,000,000;
provided that,
for the avoidance of doubt, the undrawn amount of the APC Letter of Credit or
any proceeds received from a draw thereunder shall not constitute unrestricted
cash, or (B) the Subordinated Loan Termination Date shall have occurred;
and

     

    (iii)           with
respect to cash distributions made during the Subordinated Loan Period, no such
distribution shall exceed $0.44 per unit of Equity Interests of the Borrower
then outstanding per quarter; and

     

    Section
4.04Article VI of the Credit Agreement is hereby amended by adding a new
Section 6.21 to the end thereof as follows:

     

    Section
6.21                                Limitation on Capital
Expenditures.  The Borrower shall not, nor shall it permit any
of its Subsidiaries to, make or commit to any Capital Expenditure at any time
during the Subordinated Loan Period, except Capital Expenditures in the ordinary
course of business not exceeding $12,500,000 in the aggregate.

     

    Section
4.05Section 9.01(a) of the Credit Agreement is hereby amended by (A)
deleting the semicolon after clause (x) and replacing it with "; or" and (B)
adding the new clause (xi) to the end thereof as follows:

     

    (xi)
amend or waive Section 6.05;

     

    ARTICLE
V.

     

    REPRESENTATIONS
AND WARRANTIES

     

    Section
5.01Representations
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 corporate 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

     

    


    
      
        
          
             

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    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
VI.

     

    CONDITIONS

     

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

    


    Section
6.01Documentation.  The
Administrative Agent shall have received multiple original counterparts, as
requested by the Administrative Agent, of (a) this Agreement duly and validly
executed and delivered by duly authorized officers of the Borrower, the
Administrative Agent, the Issuing Lender and the Lenders and (b) the
Intercreditor Amendment.

     

    Section
6.02Subordinated
Credit Agreement Amendment.  The Administrative Agent shall
have received true and correct copies of the fully-executed Subordinated Credit
Agreement Amendment and such agreement shall have become effective.

     

    Section
6.03No
Default.  No Default shall have occurred and be continuing as
of the Effective Date.

     

    Section
6.04Representations.  The
representations and warranties in this Agreement shall be true and correct in
all material respects.

     

    Section
6.05Fees and
Expenses.  The Borrower shall have paid (a) an amendment fee in
the amount of $350,000 to the Administrative Agent for the pro rata account of
the Lenders and (b) 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
VII.

     

    MISCELLANEOUS

     

    Section
7.01Effect 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, the Issuing Lender, 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,
the Issuing Lender or any Lender with respect to the Loan Documents, or (iv) the
rights of the Administrative Agent, any Issuing Lender or any Lender to collect
the full amounts owing to them under the Loan Documents.

     

    (c)           Each
of the Borrower, the Administrative Agent, the Issuing Lender, and the Lenders
does hereby adopt, ratify, and confirm the Credit Agreement, and acknowledges
and

     

    


    
      
        
          
             

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    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
7.02Counterparts.  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.

     

    Section
7.03Successors
and Assigns.  This Agreement shall be binding upon and inure to
the benefit of the Lenders, the Borrower, the Administrative Agent, the Issuing
Lender and their respective successors and assigns permitted pursuant to the
Credit Agreement.

     

    Section
7.04Invalidity.  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
7.05Governing
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 7.06Entire
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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