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.
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:
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