exv10w24






Exhibit 10.24




SECOND AMENDMENT TO FOURTH AMENDED



AND RESTATED CREDIT AGREEMENT




     This Second Amendment to Fourth Amended and Restated Credit Agreement (this “Second
Amendment”) executed as of February 19, 2009, to be effective as of December 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, as amended by First Amendment to
Fourth Amended and Restated Credit Agreement dated as of October 31, 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. New Definition of Cash Equivalent Investments. Section 1 of the
Credit Agreement is hereby amended to include the following additional defined term in the
appropriate alphabetical order:




     Cash Equivalent Investments means (i) short-term obligations of, or
fully guaranteed by, the United States of America with maturities of not more than
180 days and maintained with a Lender or an Affiliate of a Lender, (ii) demand
deposit and money market accounts maintained in the ordinary course of business with
a Lender or an Affiliate of a Lender, and (iii) certificates of deposit issued by
and time deposits with a Lender or an Affiliate of a Lender; provided, that in each
case with respect to the foregoing clauses (i), (ii) and (iii) that the same are not
pledged as security for any indebtedness or other obligations.



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




     Consolidated EBITDA means for any period, Borrower’s consolidated
earnings during such period from continuing operations, before provision for
interest expenses, income taxes, depreciation, depletion, amortization, gains and
losses on asset sales and other non-cash charges, plus payments received by Borrower
during such period under Rate Management Transactions and less payments made by
Borrower during such period under Rate Management Transactions.



     Section 4. Amendment to Definition of Consolidated Funded Debt. The
definition of “Consolidated Funded Debt” in Section 1 of the Credit Agreement is hereby amended in
its entirety to read as follows:




     Consolidated Funded Debt means as of any date, Borrower’s total
outstanding liabilities for borrowed money and other interest-bearing liabilities on
such date, determined in each case on a consolidated basis in accordance with GAAP,
plus an amount equal to the amount, if any, that Borrower’s accounts payable exceed
Borrower’s accounts receivable (each as determined in accordance with GAAP), and
less an amount equal to the value of Borrower’s Cash Equivalent Investments on such
date.



     Section 5. 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) three percent (3.00%) per annum whenever the Borrowing Base Usage is equal
to or greater than 75%; or




     (b) two and three-quarters percent (2.75%) per annum whenever the Borrowing
Base Usage is equal to or greater than 50% but less than 75%; or




     (c) two and one-half percent (2.50%) per annum whenever the Borrowing Base
Usage is less than 50%.



     Section 6. Addition of Affirmative Covenant. The Credit Agreement is hereby
amended to include a new Section 12(z) reading as follows:




     (z) Depository and Investment Accounts. Borrower will, and will cause
each Subsidiary to, maintain all of its certificates of deposit and demand
depository, money market and investment accounts with a Lender or with an Affiliate
of a Lender, except (i) Borrower’s existing investment account with



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RBC Wealth Management, a division of RBC Capital Markets Corporation, which shall
not have a balance at any time exceeding $3,000,000, and (ii) certificates of
deposit or similar instruments to secure Borrower’s or a Subsidiary’s performance of
statutory obligations, surety or appeal bonds, performance bonds or other
obligations of Borrower or a Subsidiary of a like nature incurred in the ordinary
course of business not exceeding $500,000 in the aggregate.



     Section 7. Amendment to Funded Debt Ratio Covenant. Section 13(c) of the
Credit Agreement is hereby amended in its entirety to read as follows:




     (c) Funded Debt Ratio. Borrower will not allow its ratio of
Consolidated Funded Debt to Consolidated EBITDA to exceed (i) 4.25 to 1.00 as of
December 31, 2008 or during the years 2009 and 2010, or (ii) 4.00 to 1.00 during the
year 2011 and thereafter during the term hereof. This ratio shall be calculated at
the end of each fiscal quarter of Borrower using the results of the twelve-month
period immediately preceding the end of each such fiscal quarter.



     Section 8. Amendment to Remedies of Lenders. The last paragraph of Section 14
of the Credit Agreement is hereby amended in its entirety to read as follows:




     Upon the occurrence and during the continuance of any Event of Default, the
Lenders are hereby authorized at any time and from time to time, without notice to
the Borrower (any such notice being expressly waived by the Borrower), to set-off
and apply any and all deposits (general or special, time or demand, provisional or
final) and investment property at any time held and other indebtedness and
obligations at any time owing by any of the Lenders or any Affiliate of any of the
Lenders to or for the credit or the account of Borrower against any and all of the
indebtedness of the Borrower under the Notes and the Loan Documents, including this
Agreement, irrespective of whether or not the Lenders shall have made any demand
under the Loan Documents, including this Agreement or the Notes and although such
indebtedness may be unmatured. Any amount set-off by any of the Lenders shall be
applied against the indebtedness owed the Lenders by the Borrower pursuant to this
Agreement and the Notes. The Lenders agree promptly to notify the Borrower after
any such setoff and application, provided that the failure to give such notice shall
not affect the validity of such set-off and application. The rights of the Lenders
under this Section are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which the Lenders may have.



     Section 9. 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




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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 Second 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 Second 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.




     Section 10. Conditions Precedent. Upon the satisfaction of each of the
following conditions, this Second Amendment shall be effective as of December 31, 2008:




	 	(a)	 	Agent shall have received counterparts of this Second Amendment
duly executed by Borrower and Lenders;
	 
	 	(b)	 	Agent shall have received any other documents, certificates and
opinions in connection with this Second Amendment that may be requested by
Agent, in form and substance satisfactory to Agent; and
	 
	 	(c)	 	Borrower shall have paid to Agent for the ratable benefit of
Lenders a facility fee in the amount of $575,000.





     Section 11. 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 Second 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
Second 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 12. No Waiver. Neither the execution by Lenders of this Second
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



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Lenders’ or Agent’s rights under the Credit Agreement as amended hereby or under any of the other
Loan Documents.



     Section 13. Miscellaneous.



     13.1 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 Second Amendment and all related documents.



     13.2 Multiple Counterparts. This Second 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 Second Amendment shall be bound hereby until a counterpart of this
Second Amendment has been executed by all parties hereto.



     13.3 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.



     13.4 Governing Law. This Second 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 Second Amendment
and all other documents and instruments referred to herein, unless otherwise specified therein.



     13.5 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.



     13.6 Final Agreement. THIS SECOND 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 Second 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 SECOND 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/ Brian M. Malone	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Brian M. Malone	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Managing Director	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Courtney Kubesch	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Courtney Kubesch	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 





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AMENDED AND RESTATED CREDIT AGREEMENT]




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	 	WESTERN NATIONAL BANK,

as a Lender

 	 
	 	By:  	/s/ Wesley D. Bownds	 
	 	 	Wesley D. Bownds 	 
	 	 	President 	 
	 



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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	 	 
	 

	 	 	 	 	 	 





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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 SECOND 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:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 





[SIGNATURE PAGE TO SECOND AMENDMENT TO FOURTH

AMENDED AND RESTATED CREDIT AGREEMENT]




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	 	 	BANK OF AMERICA, N.A.,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jeffrey H. Rathkamp	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Jeffrey H. Rathkamp	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Managing Director	 	 
	 

	 	 	 	 	 	 





[SIGNATURE PAGE TO SECOND 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 SECOND AMENDMENT TO FOURTH



AMENDED AND RESTATED CREDIT AGREEMENT]





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