AMENDMENT NO. 3
(Amended and Restated Credit Agreement)
This Amendment No. 3 (" Agreement ") dated as of May 7, 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 ").
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 amended by that certain
Amendment No. 1 dated as of January 16, 2009 and that certain Amendment No. 2 dated as of April 30, 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 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. 3 dated as of
May 7, 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, (ii) the terms of that certain Amendment No. 2 to Intercreditor and Subordination
Agreement dated as of May 7, 2009 (the " Intercreditor Amendment ") among the Administrative Agent, the
Subordinated Agent, the Borrower and the Guarantors