RESTATED LOAN AGREEMENT
THIS RESTATED LOAN AGREEMENT (this "Agreement") is entered into this 31st day of July, 1995 by and
between PARALLEL PETROLEUM CORPORATION, a Delaware corporation ("Borrower"); and
NATIONSBANK OF TEXAS, N.A., a national banking association ("Lender").
A. Borrower and Lender entered into that certain Loan Agreement dated June 6, 1991, as amended by First
Amendment to Loan Agreement and Note dated September 21, 1992, by Second Amendment to Loan
Agreement dated May 1, 1993, by Third Amendment to Loan Agreement dated September 29, 1993, and by
Fourth Amendment to Loan Agreement and First Amendment to Note dated October 17, 1994 (the "Prior Loan
B. Pursuant to the terms of the Prior Loan Agreement, Borrower executed that certain promissory note dated
September 29, 1993, in the original principal amount of $15,000,000 payable to the order of Lender (as
amended by Fourth Amendment to Loan Agreement and First Amendment to Note dated October 17, 1994, the
"Prior Note"), which note was given in renewal, extension and rearrangement, but not in extinguishment, of that
certain promissory note dated June 6, 1991, in the original principal amount of $10,000,000 executed by
Borrower and payable to the order of Lender.
C. Borrower has requested that Lender renew and extend the indebtedness evidenced by the Prior Note, which
Lender has agreed to do subject to the terms and conditions contained herein. The parties hereto agree that this
Agreement replaces the Prior Loan Agreement and that this Agreement and the other Loan Papers shall govern
the terms of the loans made hereunder in their entirety and shall control over the Prior Loan Agreement.
NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained and other
good and valuable considera- tion, it is hereby agreed between the parties as follows:
1.1 Certain Defined Terms. For the purposes of this Agreement, the following terms shall have t