On May 16, 2017, Abraxas Petroleum Corporation (the Company)
entered Amendment No.3 to the Third Amended and Restated Credit
Facility (the the Amendment) with Socit Gnrale, as administrative
agent and issuing lender, and certain other lenders, which we
refer to as our credit facility. The full text of the Amendment
is attached as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated into this Item 1.01 by reference..

Under the terms of the Amendment and subject to earlier
termination rights and events of default, the stated maturity
date of the credit facility is May 11, 2021. The amendment
provides for a borrowing base of $115.0 million effective April
1, 2017. Our borrowing base is determined semi-annually by the
lenders based upon our reserve reports, one of which must be
prepared by our independent petroleum engineers and one of which
may be prepared internally. The amount of the borrowing base will
be calculated by the lenders based upon their valuation of our
proved reserves utilizing these reserve reports and their own
internal decisions.>Outstanding borrowings in excess of the
borrowing base must be repaid immediately or we must pledge
additional oil and gas properties or other assets as collateral.
We do not currently have any substantial unpledged assets and we
may not have the financial resources to make any mandatory
principal payments. In addition, the lenders, in their sole
discretion, will be able to make one additional borrowing base
redetermination during any six-month period between scheduled
redeterminations and we will be able to request one
redetermination during any six-month period between scheduled
redeterminations. The borrowing base will be reduced in
connection with any sales of producing properties with a market
value of 5% or more of our then-current borrowing base and in
connection with any hedge termination which could reduce the
collateral value by 5% or more. Our borrowing base can never
exceed the $300.0 million maximum commitment
amount.>Outstanding amounts under the credit facility bear
interest (a) at any time an event of default exists, at 3% per
annum plus the amounts set forth below, and (b) at all other
times, at the greater of (x) the reference rate announced from
time to time by Socit Gnrale, (y) the Federal Funds Rate plus
0.5%, and (z) a rate determined by Socit Gnrale as the daily
one-month LIBOR plus, in each case, (i) 0.75%-1.75%, depending on
the utilization of the borrowing base, or (ii), if we elect,
LIBOR plus, in each case, 1.75%-2.75% depending on the
utilization of the borrowing base.

Under the terms of the Amendment, we are subject to customary
covenants, including certain financial covenants and reporting
requirements. We are required to maintain a current ratio, as of
the last day of each quarter of not less than 1.00 to 1.00 and an
interest coverage ratio of not less than 2.50 to 1.00. We are
also required as of the last day of each quarter to maintain a
total debt to EBITDAX ratio of not more than 3.50 to 1.00. The
current ratio is defined as the ratio of consolidated current
assets to consolidated current liabilities. For the purposes of
this calculation, current assets include the portion of the
borrowing base which is undrawn but excludes any cash deposited
with a counter-party to a hedging arrangement and any assets
representing a valuation account arising from the application of
ASC 815 and ASC 410-20 and current liabilities exclude the
current portion

of long-term debt and any liabilities representing a valuation
account arising from the application of ASC 815 and ASC 410-20.
The interest coverage ratio is defined as the ratio of
consolidated EBITDAX to consolidated interest expense for the
four fiscal quarters ended on the calculation date. For the
purposes of this calculation, EBITDAX is defined as the sum of
consolidated net income plus interest expense, oil and gas
exploration expenses, income, franchise or margin taxes,
depreciation, amortization, depletion and other non-cash charges
including non-cash charges resulting from the application of ASC
718, ASC 815 and ASC 410-20 plus all realized net cash proceeds
arising from the settlement or monetization of any hedge
contracts plus expenses incurred in connection with the
negotiation, execution, delivery and performance of the credit
facility plus expenses incurred in connection with any
acquisition permitted under the credit facility plus expenses
incurred in connection with any offering of senior unsecured
notes, subordinated debt or equity plus up to $1.0 million of
extraordinary expenses in any 12-month period plus extraordinary
losses minus all non-cash items of income which were included in
determining consolidated net loss, including all non-cash items
resulting from the application of ASC 815 and ASC 410-20.
Interest expense includes total interest, letter of credit fees
and other fees and expenses incurred in connection with any debt.
The total debt to EBITDAX ratio is defined as the ratio of total
debt to consolidated EBITDAX for the four fiscal quarters ended
on the calculation date. For the purposes of this calculation,
total debt is the outstanding principal amount of debt, excluding
debt associated with the headquarters building and obligations
with respect to surety bonds and derivative contracts.

The credit facility, as amended by the Amendment contains
representations and warranties that we made as of specific dates.
Except for its status as a contractual document that establishes
and governs the legal relations among the parties, the credit
facility, as amended by the Amendment is not intended to be a
source of factual, business or operational information about any
of the parties thereto. The representations and warranties were
made as of specific dates, only for purposes of the proposed
transactions, and solely for the benefit of the parties to the
credit facility, as amended by the Amendment. These
representations and warranties may be subject to limitations
agreed between the parties, including being qualified by
disclosures between the parties. The representations and
warranties may have been made to allocate risks among the
parties, including where the parties do not have complete
knowledge of all facts, instead of establishing matters as facts.
Furthermore, those representations and warranties may be subject
to standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Accordingly,
investors and security holders should not rely on such
representations and warranties as characterizations of the actual
state of facts or circumstances, since they were only made as of
the date of the credit facility, as amended by the Amendment.
Moreover, information concerning the subject matter of such
representations and warranties may change after the date of these
representations and warranties, which may or may not be fully
reflected in the parties public disclosures.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

To the extent required by Item 2.03 of Form 8-K, the information
set forth under Item 1.01 above hereby is incorporated into this
Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number>Description