exv10w34






Exhibit 10.34




FIRST AMENDMENT TO FOURTH AMENDED

AND RESTATED CREDIT AGREEMENT




     This First Amendment to Fourth Amended and Restated Credit Agreement (this “First Amendment”)
dated as of October 31, 2008, is by and among PARALLEL PETROLEUM CORPORATION, a Delaware
corporation (“Borrower”), and CITIBANK, N.A., BNP PARIBAS, WESTERN NATIONAL BANK, COMPASS BANK,
BANK OF SCOTLAND plc, TEXAS CAPITAL BANK, N.A., BANK OF AMERICA, N.A. and WEST TEXAS NATIONAL BANK
(collectively, “Lenders”), and CITIBANK, N.A., as Joint Lead Arranger and as Administrative Agent
(“Agent”) and BNP PARIBAS, as Joint Lead Arranger and as Syndication Agent.



RECITALS:




     WHEREAS, Borrower and Lenders in the capacities stated above, entered into that certain Fourth
Amended and Restated Credit Agreement dated as of May 16, 2008 (the “Credit Agreement”).



     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
and confessed, the parties hereto agree as follows:



Agreement




     Section 1. Definitions. Except as otherwise expressly provided herein, all
terms defined in the Credit Agreement shall have the same meanings herein.



     Section 2. Amendment to Definition of Base Rate Margin. The definition of
“Base Rate Margin” in Section 1 of the Credit Agreement is hereby amended in its entirety to read
as follows:




     Base Rate Margin means:




     (a) one quarter percent (0.25%) per annum whenever the Borrowing Base Usage is
equal to or greater than 75%; or




     (b) zero percent (0%) per annum whenever the Borrowing Base Usage is less than
75%.



     Section 3. Amendment to Definition of LIBOR Margin. The definition of “LIBOR
Margin” in Section 1 of the Credit Agreement is hereby amended in its entirety to read as follows:



 









 






     LIBOR Margin means:




     (a) two and three quarters percent (2.75%) per annum whenever the Borrowing
Base Usage is equal to or greater than 75%; or




     (b) two and one-half percent (2.50%) per annum whenever the Borrowing Base
Usage is equal to or greater than 50% but less than 

75%; or




     (c) two and one-quarter percent (2.25%) per annum whenever the Borrowing Base
Usage is less than 50%.



     Section 4. Redetermination of Borrowing Base. In accordance with Section 7(b)
of the Credit Agreement, a semi-annual redetermination of the Borrowing Base has been made by
Lenders. Pursuant to Section 7(b) of the Credit Agreement, Agent hereby notifies Borrower that
Lenders have redetermined the Borrowing Base and, effective as of the date of this First Amendment,
the redetermined Borrowing Base is $230,000,000.00. The amount of the new Borrowing Base shall be
subject to redetermination as provided in the Credit Agreement. The next scheduled semi-annual
redetermination of the Borrowing Base by Lenders pursuant to the Credit Agreement shall be on or
about April 1, 2009.



     Section 5. Representations and Warranties of Borrower. Borrower represents
and warrants to Lenders as follows:



          (a) The representations and warranties contained in Section 10 of the Credit Agreement are
true and correct on and as of the date hereof as though made on and as of the date hereof, except
for those representations and warranties which address matters only as of a particular date (which
remain true and correct as of such date).




          (b) No Event of Default or Default has occurred and is continuing under the Credit Agreement.




          (c) The execution, delivery and performance by Borrower of this First Amendment are within
Borrower’s corporate powers, have been duly authorized by all necessary action, require no action
by or in respect of, or filing with, any governmental body, agency or official and do not violate
or constitute a default under any provisions of applicable law or any material agreement binding
upon Borrower or its Subsidiaries or result in the creation or imposition of any Lien upon any of
the assets of Borrower or its Subsidiaries, except Permitted Liens.




          (d) This First Amendment constitutes the valid and binding obligation of Borrower enforceable
in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditor’s rights generally, and (ii) the availability of
equitable remedies may be limited by equitable principles of general application.




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     Section 6. Conditions Precedent. This First Amendment shall be effective as
of the date upon which all of the following conditions have been satisfied:



          (a) Agent shall have received counterparts of this First Amendment duly executed by Borrower
and Lenders;




          (b) Agent shall have received any other documents, certificates and opinions in connection
with this First Amendment that may be requested by Agent, in form and substance satisfactory to
Agent; and




          (c) Borrower shall have paid to Agent the facility fees set forth on Schedule 1
attached to this First Amendment for the benefit of the Lenders set forth on Schedule 1
attached to this First Amendment.




     Section 7. Ratification of Credit Agreement and Other Loan Documents. Except
as expressly amended hereby, the Credit Agreement and all of the other Loan Documents are and shall
be unchanged and all of the terms, provisions, covenants, conditions, schedules and exhibits
thereof shall remain and continue in full force and effect and are hereby ratified and confirmed by
Borrower and Lenders as of the date of this First Amendment as if the Credit Agreement and the
other Loan Documents were executed by Borrower and the other parties thereto as of the date of this
First Amendment. The amendments contemplated hereby shall not limit or impair any Liens securing
the Loans, all of which are hereby ratified, affirmed and extended to secure the Loans as they may
be increased pursuant hereto.



     Section 8. No Waiver. Neither the execution by Lenders of this First
Amendment nor anything contained herein shall in anywise be construed or operate as a waiver by
Lenders of any Default or Event of Default (whether now existing or that may occur hereafter) or of
any of Lenders’ or Agent’s rights under the Credit Agreement as amended hereby or under any of the
other Loan Documents.



     Section 9. Miscellaneous.



     9.1 Legal Expenses. Borrower hereby agrees to pay on demand all reasonable fees and
expenses of counsel to the Agent incurred by the Agent in connection with the preparation,
negotiation and execution of this First Amendment and all related documents.



     9.2 Multiple Counterparts. This First Amendment may be executed in a number of
identical separate counterparts (including by facsimile transmission), each of which for all
purposes is to be deemed an original but all of which shall constitute, collectively, one
agreement. No party to this First Amendment shall be bound hereby until a counterpart of this
First Amendment has been executed by all parties hereto.



     9.3 Reference to Agreement. Each of the Loan Documents is hereby amended so that any
reference in the Loan Documents to the Credit Agreement shall mean a reference to the Credit
Agreement as amended hereby.



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     9.4 Governing Law. This First Amendment is being executed and delivered, and is
intended to be performed, in Midland, Midland County, Texas, and the substantive laws of Texas
shall govern the validity, construction, enforcement and interpretation of this First Amendment and
all other documents and instruments referred to herein, unless otherwise specified therein.



     9.5 Plural and Singular Forms. The definitions given to terms defined hereby shall be
equally applicable to both the singular and plural forms of such terms.



     9.6 Final Agreement. THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES.



[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




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     IN WITNESS THEREOF, Borrower and Lenders have caused this First Amendment to be duly executed
as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	BORROWER:PARALLEL PETROLEUM CORPORATION,

                                           a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	          /s/ Steven D. Foster
 

          Steven D. Foster
	 	 
	 

	 	 	 	 	 	          Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	LENDERS:	 	CITIBANK, N.A. a national banking association,
as Joint Lead Arranger and Administrative Agent
and as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	          /s/ Frank K. Stowers
 

          Frank K. Stowers
	 	 
	 

	 	 	 	 	 	          Vice President	 	 






[SIGNATURE PAGE TO FIRST AMENDMENT TO FOURTH

AMENDED AND RESTATED CREDIT AGREEMENT]




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	 	 	BNP PARIBAS, as Joint Lead Arranger and

Syndication Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:  /s/ Betsy Jocher	 	 
	 

	 	 
	 	 
	 

	 	Name:
	 	Betsy Jocher
	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Director
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:  /s/ Courtney Kubesch	 	 
	 

	 	 
	 	 
	 

	 	Name:
	 	Courtney Kubesch
	 	 
	 

	 	Title:
	 	Director
	 	 
	 

	 	 	 	 	 	 





[SIGNATURE PAGE TO FIRST AMENDMENT TO FOURTH

AMENDED AND RESTATED CREDIT AGREEMENT]




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	 	 	WESTERN NATIONAL BANK,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	          /s/ Wesley D. Bownds
 

          Wesley D. Bownds
	 	 
	 

	 	 	 	          Executive Vice President	 	 






[SIGNATURE PAGE TO FIRST AMENDMENT TO FOURTH

AMENDED AND RESTATED CREDIT AGREEMENT]




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	 	 	COMPASS BANK,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:  /s/ Kathleen J. Bowen	 	 
	 

	 	 
	 	 
	 

	 	Name:
	 	Kathleen J. Bowen
	 	 
	 

	 	Title:
	 	Senior Vice President
	 	 
	 

	 	 	 	 	 	 





[SIGNATURE PAGE TO FIRST AMENDMENT TO FOURTH

AMENDED AND RESTATED CREDIT AGREEMENT]




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	 	 	BANK OF SCOTLAND plc,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:  /s/ Julia R. Franklin	 	 
	 

	 	 
	 	 
	 

	 	Name:
	 	Julia R. Franklin
	 	 
	 

	 	Title:
	 	Assistant Vice President
	 	 
	 

	 	 	 	 	 	 





[SIGNATURE PAGE TO FIRST AMENDMENT TO FOURTH

AMENDED AND RESTATED CREDIT AGREEMENT]




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	 	 	TEXAS CAPITAL BANK, N.A.,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:  /s/ Brian J. Petet	 	 
	 

	 	 
	 	 
	 

	 	Name:
	 	Brian J. Petet
	 	 
	 

	 	Title:
	 	Vice President
	 	 
	 

	 	 	 	 	 	 





[SIGNATURE PAGE TO FIRST AMENDMENT TO FOURTH

AMENDED AND RESTATED CREDIT AGREEMENT]




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	 	 	BANK OF AMERICA, N.A.,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:  /s/ Charles W. Patterson	 	 
	 

	 	 
	 	 
	 

	 	Name:
	 	Charles W. Patterson
	 	 
	 

	 	Title:
	 	Managing Director
	 	 
	 

	 	 	 	 	 	 





[SIGNATURE PAGE TO FIRST AMENDMENT TO FOURTH

AMENDED AND RESTATED CREDIT AGREEMENT]




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	 	 	WEST TEXAS NATIONAL BANK,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By: /s/ Chris L. Whigham	 	 
	 

	 	 
	 	 
	 

	 	Name:
	 	Chris L. Whigham
	 	 
	 

	 	Title:
	 	Senior Vice President
	 	 
	 

	 	 	 	 	 	 





[SIGNATURE PAGE TO FIRST AMENDMENT TO FOURTH

AMENDED AND RESTATED CREDIT AGREEMENT]




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SCHEDULE 1




Facility Fees




	 	 	 	 	 
	Lender	 	Fee Amount	 
	Bank of America, N.A.
	 	$	115,000.00	 
	 
	 	 	 	 
	Western National Bank
	 	$	1,368.50	 
	 
	 	 	 	 
	West Texas National Bank
	 	$	34,500.00	 
	 
	 	 	 
	 
	 	 	 	 
	TOTAL
	 	$	150,868.50	 







Schedule 1