Exhibit 10.29
 FOURTH AMENDMENT TO FOURTH AMENDED
AND RESTATED CREDIT AGREEMENT
 PARALLEL PETROLEUM
CORPORATION, CITIBANK, N.A., BNP PARIBAS, WESTERN NATIONAL
BANK, COMPASS BANK, BANK OF SCOTLAND plc, TEXAS CAPITAL BANK, N.A., BANK OF AMERICA, N.A. WEST
TEXAS NATIONAL BANK CITIBANK, N.A., BNP PARIBAS,
    Agreement
 Section 1 Definitions
 Section 2 New Definition of Total Consolidated Funded Debt
 Total Consolidated Funded Debt
 Section 3 New Total Consolidated Funded Debt Covenant
 Total Consolidated Funded Debt




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Section 4 New Liquidity Maintenance Covenant
 Liquidity Maintenance
 Section 5 Retirement of Senior Unsecured Notes
 Section 6 Representations and Warranties of Borrower
     2




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Section 7 Conditions Precedent
 (a)
    
    Agent shall have received counterparts of this Fourth Amendment
duly executed by Borrower and Majority Lenders on or before the date of this
Fourth Amendment;(b)
    
    Agent shall have received any other documents, certificates and
opinions in connection with this Fourth Amendment that may be requested by
Agent, in form and substance satisfactory to Agent;(c)
    
    Distribution to Agent of the Parallel Revolving Payment Amount
as defined in and pursuant to that certain Amended and Restated Waiver Escrow
Agreement dated as of November 9, 2009, by and among PLLL Holdings, LLC,
Borrower, and Citibank, N.A., as Administrative Agent and Escrow Agent, a copy
of which is attached hereto as Exhibit A (the Escrow Agreement);(d)
    
    Borrower shall have paid to Agent for the ratable benefit of
Lenders a facility fee in the amount of $575,000 on the date of this Fourth
Amendment; and(e)
    
    Borrower shall have paid to Agent for its own account the fees
described in that certain fee letter dated of even date herewith between
Borrower and Agent at the time provided therein.
 Section 8 Ratification of Credit Agreement and Other Loan Documents
 Section 9 No Waiver
 3




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Section 10 Miscellaneous
 Legal Expenses
 Multiple Counterparts
 Reference to Agreement
 Governing Law
 Plural and Singular Forms
 Final Agreement
 [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
 4




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BORROWER:
    PARALLEL PETROLEUM CORPORATION,
a Delaware corporationBy:
    /s/ Steven D. FosterSteven D. FosterChief Financial OfficerLENDERS:
    CITIBANK, N.A.a national banking association,
as Joint Lead Arranger and Administrative Agent
and as a LenderBy:
    /s/ Frank K. StowersFrank K. StowersVice President 
 5




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BNP PARIBAS, as Joint Lead Arranger and
Syndication Agent and as a LenderBy:
    
    /s/ Edward PakName:
    
    Edward PakTitle:
    
    Vice PresidentBy:
    
    /s/ Betsy JocherName:
    
    Betsy JocherTitle:
    
    Director
 
 6




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WESTERN NATIONAL BANK,
as a LenderBy:
    /s/ Wesley D. BowndsWesley D. BowndsPresident 
 7




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COMPASS BANK,
as a LenderBy:
    
    /s/ Kathleen J. BowenName:
    
    Kathleen J. BowenTitle:
    
    Senior Vice President
 
 8




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BANK OF SCOTLAND plc,
as a LenderBy:Name:Title:
 
 9




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TEXAS CAPITAL BANK, N.A.,
as a LenderBy:
    
    /s/ Brian J. PetetName:
    
    Brian J. PetetTitle:
    
    Senior Vice President
 
 10




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BANK OF AMERICA, N.A.,
as a LenderBy:Name:Title:
 
 11




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WEST TEXAS NATIONAL BANK,
as a LenderBy:
    
    /s/ Chris L. WhighamName:
    
    Chris L. WhighamTitle:
    
    Senior Vice President
 
 12




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EXHIBIT A  to
Fourth Amendment to Fourth Amended
And Restated Credit Agreement
dated November 9, 2009
 AMENDED AND RESTATED WAIVER ESCROW AGREEMENT
  WHEREAS
 NOW, THEREFORE
 BACKGROUND:
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
  A-1




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WHEREAS
 WHEREAS
 NOW THEREFORE
 Creation of Accounts.
    A-2




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Authorized Persons
   Investment of Escrow Funds and Deposit Funds
  A-3




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Business Day
  Disbursement from Holdings Escrow Account and Parallel Deposit Account
      A-4




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A-5




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Termination
 Fees
 Indemnification
  A-6




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Interpleader
 Tax on Earnings
    A-7




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9. Ministerial Duties and Liability of Escrow Agent IN NO EVENT SHALL ESCROW
AGENT BE LIABLE,
  A-8




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DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED
HEREUNDER, EXCEPT TO THE EXTENT THAT A COURT OF COMPETENT JURISDICTION DETERMINES THAT SUCH DAMAGES
OR EXPENSES DIRECTLY RESULTED FROM ESCROW AGENTS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. UNDER NO
CIRCUMSTANCES SHALL ESCROW AGENT BE RESPONSIBLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES, EVEN IF ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
     Choice of Counsel, Agents and Mergers
 Resignation or Removal of Escrow Agent
  A-9




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Attachment of Escrow Funds or Deposit Funds; Compliance with Legal Orders
 Notices and Instructions
  (a)
    
    If to Holdings:PLLL Holdings, LLC
Address: 9 West 57th Street
                New York, New York 10019
Attention: Sam Oh
Facsimile: 646 607-0539
Telephone: 212 515-3200
  A-10




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With a copy to:Akin Gump Strauss Hauer & Feld LLP
Address: One Bryant Park
                New York, NY 10036
Attention: Mark Zvonkovic
Facsimile: 212-872-1002
Telephone: 212-872-8008(b)
    
    If to Parallel:
Parallel Petroleum Corporation
Address: 1004 N. Big Spring, Suite 400
                Midland, TX 79701
Attention: Steven D. Foster
Facsimile: 432-684-3905
Telephone: 432-684-3727With a copy to:Lynch, Chappell & Alsup, PC
Address: 300 N. Marienfeld, Suite 700
                Midland, TX 79701
Attention: Tommy Ortloff
Facsimile: 432-683-2587
Telephone: 432-683-3351(c)
    
    If to Administrative Agent:Citibank, N.A.
Address: 1004 N. Big Spring, Suite 121
                Midland, TX 79701
Attention: Frank K. Stowers
Facsimile: 432-687-1231
Telephone: 432-682-2079(d)
    
    If to Escrow Agent:Citibank, N.A.
Address: 388 Greenwich Street, 14 Fl
                New York, NY 10005
Attention: Camille Tomao, Director
Facsimile: 212-657-2762
Telephone: 212-816-5859
   A-11




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Amendment
 Governing Law
  Force Majeur.
 Use of Name.
 Successors and Assigns
 Counterparts
 Waiver of Conflicts of Interests
   A-12




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IN WITNESS WHEREOF
 PLLL HOLDINGS, LLCBy:Printed Name:Title:PARALLEL PETROLEUM CORPORATIONBy:Printed Name:Title:CITIBANK, N.A., as Administrative AgentBy:Frank K. Stowers, its Vice President
  ESCROW AGENT

CITIBANK, N.A.By:Camille Tomao, its Director  A-13




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EXHIBIT A
 CERTIFICATE OF INCUMBENCY  PARALLEL
  Specimen SignatureNameTitlePhoneE-mail Address
 TEST WORD
 
 IN
WITNESS WHEREOF
 PARALLEL PETROLEUM CORPORATION:By:Name:Title:Telephone Number:
  A-1




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EXHIBIT A (continued)
 CERTIFICATE OF INCUMBENCY  HOLDINGS
  Specimen SignatureNameTitlePhoneE-mail Address
 TEST WORD
 
 IN
WITNESS WHEREOF
 PLLL HOLDINGS, LLC:By:Name:Title:Telephone Number:
  A-2




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EXHIBIT A (continued)
 CERTIFICATE OF INCUMBENCY  ADMINISTRATIVE AGENT
  Specimen SignatureNameTitlePhoneE-mail Address
 TEST WORD
 
 IN
 WITNESS WHEREOF
 CITIBANK, N.A.:By:Name:Title:Telephone Number:
  A-3




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EXHIBIT B
 ESCROW AGENT FEE SCHEDULE
 Initial Escrow Set-up Fee 
To be paid by Parallel Petroleum Corporation
    
    $
    15,000.00Quarterly Escrow fee due beginning on December 31, 2009 and at
the end of each fiscal quarter thereafterTo be paid by Parallel Petroleum Corporation
    
    $
    15,000.00Per Transaction Fee after initial set-up 
To be paid by Parallel Petroleum Corporation
    
    $
    1,000.00Out of pocket expenses, including attorneys fees and expensesTo be paid by Parallel Petroleum Corporation
    
    At cost




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ANNEX A  EQUITY ISSUANCE INSTRUCTIONS
   
   Agreement Holdings Parallel Administrative Agen Lenders Credit
Agreement Escrow Agent
  
 Very truly yours,PLLL HOLDINGS, LLCBy:Name:
    
    
    ,
    in [his]capacity as Holdings RepresentativePARALLEL PETROLEUM CORPORATIONBy:Name:
    
    
    ,
    in [his]capacity as Parallels Representative




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ANNEX B  NOTE PURCHASE INSTRUCTIONS
   
 Re:
    
    Joint Written Instructions on Release of Deposit Funds Pursuant to Change of Control Offer
  Agreement Holdings Parallel Administrative Agen Lenders Credit
Agreement Escrow Agent
 [insert
name of the Paying Agent under the Indenture] [  ]
 [Insert wiring or other distribution instructions]
 
 Very truly yours,PARALLEL PETROLEUM CORPORATIONBy:Name:
    
    
    ,
    in [his]Capacity as    Parallels   RepresentativeCITIBANK, N.A., as Administrative AgentBy:Name:Title:




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ANNEX C  NOTE CONTRIBUTION INSTRUCTIONS
   
   Agreement Holdings Parallel Administrative Agen Lenders Credit
Agreement Escrow Agent
 [___] [  ]
 [Insert wiring or other distribution instructions]
 Test Word:
 Very truly yours,PLLL HOLDINGS, LLCBy:Name:
    
    
    ,
    in [his]capacity as Holdings RepresentativeCITIBANK, N.A., as Administrative AgentBy:Name:Title:




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ANNEX D  NOTE RETIREMENT INSTRUCTIONS
  [Bond Agent]
[ ]
   Agreement Holdings Parallel Administrative Agen Lenders Credit
Agreement Escrow Agent
  Very truly yours,PLLL HOLDINGS, LLCBy:Name:
    
    
    ,
    in [his]capacity as Holdings RepresentativePARALLEL PETROLEUM CORPORATIONBy:Name:
    
    
    ,
    in [his]capacity as Parallels Representative




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ANNEX E  RELEASE DATE INSTRUCTIONS
   
   Agreement Holdings Parallel Administrative Agen Lenders Credit
Agreement Escrow Agent
 
  
 Very truly yours,PLLL HOLDINGS, LLCBy:Name:
    
    
    ,
    in [his]capacity as Holdings RepresentativePARALLEL PETROLEUM CORPORATIONBy:Name:
    
    
    ,
    in [his]capacity as Parallels Representative