exv4w2



 





Exhibit 4.2




144A GLOBAL SECURITY




PARALLEL PETROLEUM CORPORATION




10 1/4% SENIOR NOTE DUE 2014




CUSIP NO. 699157 AA1




			
	 	 	 
	 	 	 
	 	 	 
	No. R-1
	 	Principal Amount $149,750,000





PARALLEL PETROLEUM CORPORATION, a Delaware corporation, promises to pay to Cede & Co., or
registered assigns, the principal sum of One Hundred Forty-Nine Million Seven Hundred Fifty
Thousand dollars on August 1, 2014.




     Interest Payment Dates: February 1 and August 1, commencing February 1, 2008.



     Record Dates: January 15 and July 15.



     Dated: July 31, 2007



	 	 	 	 	 
	 	Parallel Petroleum Corporation 

 	 
	 	By:  	/s/ Larry C. Oldham
 	 
	 	 	Name:  	Larry C. Oldham 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



Wells Fargo Bank, National Association,

as Trustee, certifies that this is one of the

Securities referred to in the Indenture.




	 	 	 	 	 
	By:  	                         /s/ John C. Stohlmann
 	 	 
	 	Authorized Signatory 	 	 
	 	 	 	 
	 




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[BACK OF SECURITY]




PARALLEL PETROLEUM CORPORATION




10 1/4% SENIOR NOTE DUE 2014



THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS
SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE REGISTRAR MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS
GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE
INDENTURE AND (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.10 OF THE INDENTURE.



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.





THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)), (B) IT IS A
NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO RULE 904 OF REGULATION S, OR (C) IT IS AN
INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF
RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH


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SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE
144(K) (OR ANY SUCCESSOR PROVISION THEREOF) UNDER THE SECURITIES ACT) AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF (OR ANY PREDECESSOR OF THIS SECURITY) AND THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
SECURITY), ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PURCHASERS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO
RULE 904 OF REGULATION S, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY OTHER
JURISDICTION, INCLUDING ANY STATE OF THE UNITED STATES, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E), OR (F) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.



Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.




     1. Interest. Parallel Petroleum Corporation, a Delaware corporation (the “Company”), promises
to pay interest on the principal amount of this Security at 10.25% per annum from July 31, 2007
until maturity. The Company will pay interest semi-annually in arrears on February 1 and August 1
of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each,
an “Interest Payment Date”). Interest on the Securities will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be February 1, 2008. The Company will pay, to
the extent lawful, interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, at the rate



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then in effect; it will pay, to the extent lawful, interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to
any applicable grace periods) from time to time on demand at the same rate as on overdue principal.
Interest will be computed on the basis of a 360-day year of twelve 30-day months.



     2. Method of Payment. The Company will pay interest on the Securities (except Defaulted
Interest) to the Persons who are registered Holders of Securities at the close of business on the
January 15 or July 15 next preceding the Interest Payment Date, even if such Securities are
canceled after such record date and on or before such Interest Payment Date, except as provided in
Section 2.11 of the Indenture with respect to Defaulted Interest. The Securities will be
payable as to principal, premium, if any, and interest at the office or agency of the Paying Agent
maintained for such purpose within the City and State of New York, or, at the option of the
Company, payment of interest may be made by check mailed by such Paying Agent to the Holders at
their addresses set forth in the register of Holders; provided that payment by wire transfer of
immediately available funds will be required with respect to principal of and interest, and
premium, if any, on all Global Securities and all other Securities, the Holders of which hold at
least $5,000,000 aggregate principal amount of the Securities and have provided wire transfer
instructions to the Company and the Paying Agent. Such payment will be in such coin or currency of
the United States of America as at the time of payment is legal tender for payment of public and
private debts. Holders must surrender their Securities to the Paying Agent to collect payments of
principal and premium, if any.



     3. Paying Agent and Registrar. Initially, Wells Fargo Bank, National Association will act as
Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar
without notice to any Holder, and the Company or any of its Subsidiaries may act as Paying Agent or
Registrar, all in accordance with the Indenture.



     4. Indenture. The Company issued the Securities under an Indenture, dated as of July 31, 2007
(the “Indenture”), between the Company and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture
Act. The Securities are subject to all such terms, and Holders are referred to the Indenture and
such Act for a statement of such terms. To the extent any provision of this Security conflicts
with the express provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling (to the extent permitted by law). The Securities are unsecured obligations of the
Company. The Company initially has issued $150,000,000 aggregate principal amount of Securities.
The Company may issue Additional Securities under the Indenture subsequent to July 31, 2007,
subject to Section 4.3 of the Indenture; provided, however, that no Additional Securities
may be issued at a price that would cause such Additional Securities to have “original issue
discount” within the meaning of Section 1273 of the Code; and provided, further, that in no event
may the Company issue any Additional Securities if, as a result of any such issuance, the aggregate
principal amount of Securities outstanding would exceed the maximum aggregate principal amount of
Securities permitted under the Existing Credit Facilities or any other Credit Facilities, in each
case as in effect on the date of such issuance.



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     5. Redemption.



          (a) On or after August 1, 2011, the Company may redeem all or a part of the Securities at any
time or from time to time at the following Redemption Prices (expressed as percentages of the
principal amount) plus accrued and unpaid interest on the Securities, if any, to the applicable
Redemption Date, if redeemed during the 12-month period beginning August 1 of the years indicated:




	 	 	 	 	 
	Year	 	Percentage
	2011
	 	 	105.125	%
	2012
	 	 	102.563	%
	2013
	 	 	100.000	%






          (b) Prior to August 1, 2010, the Company may on one or more occasions redeem up
to an aggregate amount equal to 35% of the aggregate principal amount of the Securities (including
any Additional Securities) originally issued under the Indenture at a Redemption Price of
110.25% of the principal amount of the Securities, plus accrued and unpaid interest, if
any, to the Redemption Date, with the Net Cash Proceeds of one or more Equity Offerings; provided
that (i) at least 65% in aggregate principal amount of the Securities (including any Additional
Securities) originally issued remains outstanding immediately after the occurrence of such
redemption (excluding Securities held by the Company or any of its Subsidiaries) and (ii) each such
redemption occurs within 90 days of the date of the closing of the related Equity Offering.




          (c) In addition, at any time prior to August 1, 2011, the Company may redeem all or
part of the Securities at a Redemption Price equal to





(i) 100% of the principal amount thereof, plus




(ii) the Applicable Premium as of, and accrued and unpaid interest, if any, to, the
Redemption Date.



     6. Denominations, Transfer, Exchange. The Securities are in registered form without coupons
in denominations of $1,000 and integral multiples of $1,000. The transfer of Securities may be
registered and Securities may be exchanged as provided in the Indenture. The Registrar or the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any transfer tax or similar governmental
charge or other fee required by law and payable in connection therewith. The Company need not
exchange or register the transfer of any Security or portion of a Security selected for redemption,
except for the unredeemed portion of any Security being redeemed in part. Also, the Company need
not exchange or register the transfer of any Securities for a period of 15 days before the day of
any selection of Securities to be redeemed or during the period between a record date and the
corresponding Interest Payment Date.



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If this is a Global Security, this Security represents the aggregate principal amount of
outstanding Securities from time to time endorsed hereon, and the aggregate principal amount of
outstanding Securities represented by this Security may from time to time be reduced or increased,
as appropriate, to reflect exchanges and redemptions in accordance with the Indenture.




     7. Persons Deemed Owners. The registered Holder of a Security may be treated as its owner for
all purposes.



     8. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture and the
Securities may be amended or supplemented with the written consent of the Holders of at least a
majority in outstanding principal amount of the Securities, and any existing Default or compliance
with any provision of the Indenture or the Securities may be waived with the written consent of the
Holders of at least a majority in outstanding principal amount of the Securities. Without the
consent of any Holder of a Security, the Indenture or the Securities may be amended or supplemented
(i) to cure any ambiguity, defect or inconsistency, (ii) to provide for uncertificated Securities
in addition to or in place of certificated Securities, (iii) to provide for the assumption of the
Company’s or a Guarantor’s obligations under the Indenture and the Securities, (iv) to add or
release Guarantors in compliance with the Indenture, (v) to secure the Securities, (vi) to make any
change that would provide any additional rights or benefits to the Holders, (vii) to make any
change that does not materially adversely affect the legal rights of any Holder, subject to the
proviso to Section 9.1(5) of the Indenture, (viii) to comply with any requirement of the
SEC in connection with qualifying the Indenture under the Trust Indenture Act or maintaining such
qualification, (ix) to provide for the issuance of the Exchange Securities and (x) to provide for
the issuance of Additional Securities in accordance with the Indenture.



     9. Defaults. If an Event of Default shall occur and be continuing, the principal of all the
Securities may be declared due and payable in the manner and with the effect provided in the
Indenture.



     10. Defeasance. The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Company on this Security and (ii) certain restrictive covenants and the related
Events of Default, subject to compliance by the Company with certain conditions set forth in the
Indenture, which provisions apply to this Security.



     11. Authentication. This Security will not be valid until authenticated by the manual
signature of the Trustee or an Authenticating Agent.



     12. Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).



     13. Additional Rights of Holders of Restricted Global Securities and Restricted Definitive
Securities. In addition to the rights provided to Holders of Securities under the Indenture,
Holders of Restricted Global Securities and Restricted Definitive Securities will have all the
rights set forth in the Registration Rights Agreement, dated as of July 31, 2007, among the Company
and the other parties named on the signature pages thereof.



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     14. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
Securities and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Securities or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.


The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to:



Parallel Petroleum Corporation

1004 N. Big Spring, Suite 400

Midland, Texas 79701

Attention: Chief Financial Officer




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ASSIGNMENT FORM



To assign this Security, fill in the form below:




     (I) or (we) assign and transfer this Security to: _________________________________________________________________

                                                                              
                                                         (Insert assignee’s legal name)



 
(Insert assignee’s soc. sec. or tax I.D. no.)




 

 

 

 
(Print or type assignee’s name, address and zip code)



and irrevocably appoint ___________________________________________________________________________________
to transfer this Security on the books of the Company. The agent may substitute another to act for
him.




Date: _______________




	 	 	 	 	 
	 	 	 
	Your Signature:  	
 	 
	 	(Sign exactly as your name appears 	 
	 	on the face of this Security) 	 
	 



Signature Guarantee:* __________________________






 




			
	*	 	Participant in a recognized Signature
Guarantee Medallion Program (or other signature guarantor acceptable to the
Trustee).




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Option of Holder to Elect Purchase



If you want to elect to have this Security purchased by the Company pursuant to Section 4.7
or Section 4.12 of the Indenture, check the appropriate box below:




o Section 4.7                    o Section 4.12



If you want to elect to have only part of the Security purchased by the Company pursuant to
Section 4.7 or Section 4.12 of the Indenture, state the amount you elect to have
purchased:



$
_______________




Date: _______________




	 	 	 	 	 
	 	 	 
	Your Signature: 	
 	 
	 	(Sign exactly as your name appears on the face of this Security)	 
	 	 	 
	 


Tax Identification No.: __________________________________




Signature Guarantee:* __________________________






 




			
	* 	 	 Participant in a recognized Signature
Guarantee Medallion Program (or other signature guarantor acceptable to the
Trustee).




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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY




The following increases or decreases in this Global Security have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount of	 	 	Signature of	 
	 	 	Amount of Decrease	 	 	Amount of Increase	 	 	this Global	 	 	Authorized Officer	 
	 	 	in Principal Amount	 	 	in Principal Amount	 	 	Security Following	 	 	of Trustee or	 
	 	 	of this Global	 	 	of this Global	 	 	such Decrease or	 	 	Securities	 
	Date of Exchange	 	Security	 	 	Security	 	 	Increase	 	 	Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






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