WITNESSETH:Purchase and Sale Agreement • October 20th, 2005 • Parallel Petroleum Corp • Crude petroleum & natural gas • Texas
1 2 most recently included in an amendment to such registration statement (or, if no such amendment has been filed, in such registration statement), with such changes or insertions as are required by Rule 430A of the Rules and Regulations or permitted...Underwriting Agreement • November 7th, 1996 • Parallel Petroleum Corp /De/ • Crude petroleum & natural gas • California
ISDA(R) International Swap Dealers Association, Inc.Master Agreement • October 20th, 2005 • Parallel Petroleum Corp • Crude petroleum & natural gas • New York
December 23, 2003 PARALLEL PETROLEUM CORPORATION WARRANT PURCHASE AGREEMENT Stonington Corporation 300 Park Avenue, Suite 1700 New York, New York 10022 Dear Sirs: Parallel Petroleum Corporation, a Delaware corporation (the "Company"), agrees to issue...Parallel Petroleum Corp • March 16th, 2005 • Crude petroleum & natural gas • Texas
ANDRights Agreement • October 10th, 2000 • Parallel Petroleum Corp /De/ • Crude petroleum & natural gas • Delaware
AMONG PARALLEL PETROLEUM CORPORATION AND PARALLEL, L.P., AS BORROWERS, AND PARALLEL, L.L.C., AS GUARANTOR, AND FIRST AMERICAN BANK, SSB AND THE INSTITUTIONS NAMED HEREIN, AS LENDERS, ANDCredit Agreement • October 1st, 2004 • Parallel Petroleum Corp • Crude petroleum & natural gas • Texas
PARALLEL PETROLEUM CORPORATION 10 1/4% SENIOR NOTES DUE 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2007 • Parallel Petroleum Corp • Crude petroleum & natural gas • New York
If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
AMONG PARALLEL PETROLEUM CORPORATION AND PARALLEL, L.P., AS BORROWERS, AND PARALLEL, L.L.C., AS GUARANTOR, AND CITIBANK TEXAS, N.A. AND THE INSTITUTIONS NAMED HEREIN, AS LENDERS, ANDCredit Agreement • December 30th, 2005 • Parallel Petroleum Corp • Crude petroleum & natural gas • Texas
RECITALS:Credit Agreement • October 20th, 2005 • Parallel Petroleum Corp • Crude petroleum & natural gas • Texas
RECITALS:Credit Agreement • November 21st, 2005 • Parallel Petroleum Corp • Crude petroleum & natural gas • Texas
1 EXHIBIT 4.3 WARRANT AGREEMENT Van Kasper & Company 600 California Street, Suite 1700 San Francisco, California 94111 Ladies and Gentlemen: Parallel Petroleum Corporation, a Delaware corporation (the "Company"), hereby agrees, on the terms and...Warrant Agreement • November 7th, 1996 • Parallel Petroleum Corp /De/ • Crude petroleum & natural gas • Delaware
DATED AS OF NOVEMBER 15, 2005 AMONGTerm Loan Agreement • November 21st, 2005 • Parallel Petroleum Corp • Crude petroleum & natural gas • Texas
AGREEMENT AND PLAN OF MERGER Among PLLL HOLDINGS, LLC, PLLL ACQUISITION CO. and PARALLEL PETROLEUM CORPORATION September 15, 2009Agreement and Plan of Merger • September 15th, 2009 • Parallel Petroleum Corp • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of September 15, 2009, by and among PLLL HOLDINGS, LLC, a Delaware limited liability company (“Parent”), PLLL ACQUISITION CO., a Delaware corporation (“Merger Subsidiary”), and PARALLEL PETROLEUM CORPORATION, a Delaware corporation (the “Company”).
Parallel Petroleum Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2006 • Parallel Petroleum Corp • Crude petroleum & natural gas • New York
Introductory. Parallel Petroleum Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Jefferies & Company, Inc., as sole underwriter (the “Underwriter”), an aggregate of 2,500,000 shares of its common stock, par value $.01 per share (the “Shares”). The 2,500,000 Shares to be sold by the Company are collectively called the “Offered Shares.”
Parallel Petroleum Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2007 • Parallel Petroleum Corp • Crude petroleum & natural gas • New York
Introductory. Parallel Petroleum Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Jefferies & Company, Inc., as sole underwriter (the “Underwriter”), an aggregate of 3,000,000 shares of its common stock, par value $.01 per share (the “Shares”). The 3,000,000 Shares to be sold by the Company are collectively called the “Offered Shares.”
AMENDED AND RESTATED WAIVER ESCROW AGREEMENTWaiver Escrow Agreement • November 9th, 2009 • Parallel Petroleum Corp • Crude petroleum & natural gas • New York
This Amended and Restated Waiver Escrow Agreement (this “Agreement”), dated as of the 9th day of November, 2009, is made by and among PLLL Holdings, LLC, a Delaware limited liability company (“Holdings”), Parallel Petroleum Corporation, a Delaware corporation (“Parallel”), Citibank, N.A., a national banking association, as administrative agent (“Administrative Agent”) for each of the lenders (collectively, the “Lenders”) that is a signatory to that certain Fourth Amended and Restated Credit Agreement, as amended or restated, between Parallel and the Lenders (the “Credit Agreement”), and Citibank, N.A., a national banking association acting through its Agency & Trust Department, as escrow agent (“Escrow Agent”).
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT AMONG PARALLEL PETROLEUM CORPORATION, AS BORROWER, AND CITIBANK, N.A. AND THE INSTITUTIONS NAMED HEREIN, AS LENDERS, AND CITIBANK, N.A. AS JOINT LEAD ARRANGER AND ADMINISTRATIVE AGENT, AND BNP PARIBAS, AS...Credit Agreement • May 22nd, 2008 • Parallel Petroleum Corp • Crude petroleum & natural gas • Texas
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter referred to as this “Agreement”) executed as of the 16th day of May, 2008, is by and among PARALLEL PETROLEUM CORPORATION, a Delaware corporation (“Borrower”), and CITIBANK, N.A., a national banking association (“Citibank”), and each of the financial institutions which is a party hereto (as evidenced by the signature pages to this Agreement) or which may from time to time become a party hereto pursuant to the provisions of Section 29 hereof or any successor or assignee thereof (hereinafter collectively referred to as “Lenders”, and individually, “Lender”), and Citibank, as Joint Lead Arranger and as Administrative Agent (“Agent”) and BNP Paribas, as Joint Lead Arranger and as Syndication Agent (“Syndication Agent”).
STONINGTON CORPORATION New York, NY 10017 Fax (212) 490-0131 August 31, 2005Understanding and Agreement • September 8th, 2005 • Parallel Petroleum Corp • Crude petroleum & natural gas • New York
This letter sets forth the understanding and agreement (this “Agreement”) between Parallel Petroleum Corporation (“Parallel”) and Stonington Corporation (“Stonington”) regarding Parallel’s non-exclusive retention of Stonington to provide general corporate financial advisory services and to serve as a financial advisor in connection with certain types of financing transactions. Parallel Petroleum Corporation, collectively with its subsidiaries, is referred to herein as “Parallel”.
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • November 23rd, 2009 • Parallel Petroleum Corp • Crude petroleum & natural gas • Delaware
This Second Amendment (“Amendment”) is made as of this 20th day of November, 2009, to the Rights Agreement dated as of October 5, 2000, as amended by the First Amendment to Rights Agreement dated as of September 14, 2009 (as so amended, the “Company Rights Agreement”), by and between Parallel Petroleum Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).
FORM OF OPTION WAIVER CASH-OUT AND RELEASE AGREEMENTOut and Release Agreement • September 24th, 2009 • Parallel Petroleum Corp • Crude petroleum & natural gas • Texas
This OPTION WAIVER CASH-OUT AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between PARALLEL PETROLEUM CORPORATION, a Delaware corporation (the “Company”) and (the “Optionholder”). Terms used in this Agreement with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement and Plan of Merger, dated as of September 15, 2009, by and among PLLL HOLDINGS, LLC, a Delaware limited liability company, (“Parent”), PLLL ACQUISITION CO., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company. This Agreement shall be effective as of the Acceptance Date.
JOINT VENTURE AGREEMENT HAGERMAN GAS GATHERING SYSTEM A Joint Venture Formed By FEAGAN GATHERING COMPANY PARALLEL PETROLEUM CORPORATION and CAPSTONE OIL & GAS COMPANY, L.P.Joint Venture Agreement • February 20th, 2008 • Parallel Petroleum Corp • Crude petroleum & natural gas • Texas
THIS JOINT VENTURE AGREEMENT (this “Agreement”), dated as of January 16, 2007, to be effective from and after April 1, 2006, is made by and among Feagan Gathering Company, a Texas corporation (“Feagan”), Parallel Petroleum Corporation, a Delaware corporation (“Parallel”), and Capstone Oil & Gas Company, L.P., a Texas limited partnership (“Capstone”). Feagan, Parallel and Capstone are hereinafter sometimes referred to collectively as “Joint Venturers”, and each, individually, as a “Joint Venturer”.
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 1st, 2007 • Parallel Petroleum Corp • Crude petroleum & natural gas • Texas
This Third Amendment to Third Amended and Restated Credit Agreement (this “Third Amendment”) dated as of July 31, 2007, is by and among PARALLEL PETROLEUM CORPORATION, a Delaware corporation, individually and as successor by merger to Parallel, L.P. and Parallel, L.L.C. (“Borrower”), and CITIBANK, N.A., successor by merger to Citibank Texas, N.A., BNP PARIBAS, WESTERN NATIONAL BANK, COMPASS BANK, COMERICA BANK, BANK OF SCOTLAND and FORTIS CAPITAL CORP. (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.
FORM OF OPTION WAIVER CANCELLATION AND RELEASE AGREEMENTOption Waiver Cancellation and Release Agreement • September 24th, 2009 • Parallel Petroleum Corp • Crude petroleum & natural gas • Texas
This OPTION WAIVER CANCELLATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between PARALLEL PETROLEUM CORPORATION, a Delaware corporation (the “Company”) and (the “Optionholder”). Terms used in this Agreement with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement and Plan of Merger, dated as of September 15, 2009, by and among PLLL HOLDINGS, LLC, a Delaware limited liability company (“Parent”), PLLL ACQUISITION CO., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company. This Agreement shall be effective as of the Acceptance Date.
ContractCorporation Change of Control Agreement • November 14th, 2001 • Parallel Petroleum Corp /De/ • Crude petroleum & natural gas
AGREEMENT (Producing Wells)Agreement • April 11th, 2006 • Parallel Petroleum Corp • Crude petroleum & natural gas
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • September 15th, 2009 • Parallel Petroleum Corp • Crude petroleum & natural gas • Delaware
This First Amendment, dated as of September 14, 2009 (this “Amendment”), to the Rights Agreement, dated as of October 5, 2000 (the “Company Rights Agreement”), between Parallel Petroleum Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, successor in interest to Computershare Trust Company, Inc., as rights agent (the “Rights Agent”).
ContractParallel Petroleum Corporation Incentive Award Agreement • April 1st, 2002 • Parallel Petroleum Corp /De/ • Crude petroleum & natural gas
Exhibit 10.8 PARALLEL PETROLEUM CORPORATION INCENTIVE AWARD AGREEMENT This Incentive Award Agreement (this "Agreement"), dated as of December 12, 2001, is between Parallel Petroleum Corporation, a Delaware corporation ("Parallel"), and Larry C. Oldham ("Employee"). Parallel owns 350,000 units of common membership interests of First Permian, L.L.C. ("First Permian"), a Delaware limited liability company. Parallel may enter into a transaction or transactions with one or more third parties for the sale or acquisition of First Permian or all or substantially all of the assets of First Permian, a merger or business combination of First Permian, a sale of Parallel's units of common membership interests in First Permian or other transaction. 1. Purpose. The purpose of this Agreement is to provide an incentive to Employee and to allow Parallel to reward outstanding efforts and achievements by Employee when there is a material contribution to the success of Parallel which results from a merger,
ContractCredit Agreement • August 14th, 2002 • Parallel Petroleum Corp /De/ • Crude petroleum & natural gas • Texas
CREDIT AGREEMENT AMONG PARALLEL PETROLEUM CORPORATION AS BORROWER, AND PARALLEL, L.P. AND PARALLEL, L.L.C., AS GUARANTORS, AND FIRST AMERICAN BANK, SSB AND THE INSTITUTIONS NAMED HEREIN AS LENDERS, AND FIRST AMERICAN BANK, SSB AS AGENT JULY 17, 2002 TABLE OF CONTENTS DEFINITIONS.................................................................1 COMMITMENTS OF THE LENDERS.................................................11 (a) Revolving Loans..........................................11 (b) Ratable Loans............................................12 (c) Procedure for Borrowing..................................12 (d) Letters of Credit........................................12 (e) Procedure for Obtaining Letters of Credit................13 (f) Voluntary Reduction of Commitment........................14 (g) Mandatory Commitment Reductions..........................14 (h) Several Obligations......................................15 (i) Type and Number of Advances..............................15
AMENDMENT TO WARRANT PURCHASE AGREEMENTPurchase Agreement • September 23rd, 2005 • Parallel Petroleum Corp • Crude petroleum & natural gas
This Amendment to Warrant Purchase Agreement (this “Amendment”), dated as of September 20, 2005, is by and among Parallel Petroleum Corporation (the “Company”), Stonington Corporation (“Stonington”), Wealth Preservation, LLC, and Bruce Lazier.
ContractWarrant Purchase Agreement • September 23rd, 2005 • Parallel Petroleum Corp • Crude petroleum & natural gas • Texas
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE “BLUE SKY” OR SECURITIES LAWS, AND CANNOT BE SOLD, TRANSFERRED, ASSIGNED, OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND ANY RESTRICTIONS IMPOSED HEREBY, AND WILL NOT BE TRANSFERRED OF RECORD UNLESS COMPLIANCE WITH SUCH LAWS AND RESTRICTIONS IS MET.
PARALLEL PETROLEUM CORPORATION PURCHASE AGREEMENTPurchase Agreement • August 1st, 2007 • Parallel Petroleum Corp • Crude petroleum & natural gas
JEFFERIES & COMPANY, INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BNP PARIBAS SECURITIES CORP. c/o Jefferies & Company, Inc. 520 Madison Avenue New York, New York 10022
FARMOUT AGREEMENTFarmout Agreement • April 4th, 2006 • Parallel Petroleum Corp • Crude petroleum & natural gas
This agreement is entered into this 31st day of March, 2006, by and between Fulcrum Partners, Ltd. ("Fulcrum") and Parallel, L.P. ("Parallel").
Exhibit 10.3 ANCILLARY AGREEMENT TO PURCHASE AND SALE AGREEMENT This Ancillary Agreement to Purchase and Sale Agreement (the "Ancillary Agreement") is entered into this 14th day of October, 2005, by and between Lynx Production Company, Inc., whose...Ancillary Agreement to Purchase and Sale Agreement • October 20th, 2005 • Parallel Petroleum Corp • Crude petroleum & natural gas
THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 4th, 2009 • Parallel Petroleum Corp • Crude petroleum & natural gas • Texas
This Third Amendment to Fourth Amended and Restated Credit Agreement (this “Third Amendment”) dated as of April 30, 2009, 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.
NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • August 29th, 2005 • Parallel Petroleum Corp • Crude petroleum & natural gas • Texas
NONSTATUTORY STOCK OPTION AGREEMENT, dated and made effective as of the ______ day of __________ _____ , between PARALLEL PETROLEUM CORPORATION, a Delaware corporation (the “Company”), and ___________ (“Director”), a non-employee director of the Company.
