EX_04_2



		

			Exhibit 4.2

		





		
			[FORM OF FACE OF SECURITY]
		

		
			THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.
		

		
			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 IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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 SINCE THE REGISTERED OWNER HEREOF, cede & co., HAS AN INTEREST HEREIN.
		

		
			TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, 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.
		

		
			
		

		



		 


		

			 

		





 



		

			 

		




	
					
						 

					
					
						 

				
	
					
						 

					
					
						CUSIP No. ________

				
	
					
						 

					
					
						 

				
	
					
						Triangle Petroleum Corporation

				
	
					
						__________NOTES DUE 20__

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						No. ___

					
					
						$_________               

				
	
					
						 

					
					
						As revised by the       

				
	
					
						 

					
					
						Schedule of Increases

				
	
					
						 

					
					
						or Decreases in          

				
	
					
						 

					
					
						Global Security         

				
	
					
						 

					
					
						attached hereto          

				



		
			Interest. Triangle Petroleum Corporation, a Delaware corporation (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of ___ million dollars ($_________), as revised by the Schedule of Increases or Decreases in Global Security attached hereto, on ________, 20__ and to pay interest thereon from _______, 20__ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on _______ and _______ in each year, commencing _______, 20__ at the rate of ____% per annum, until the principal hereof is paid or made available for payment.  
		

		
			Method of Payment.  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such interest, which shall be _______ or _______, as the case may be, next preceding such Interest Payment Date.  Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice thereof having been given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, all as more fully provided in said Indenture.  Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the Corporate Trust Office in U.S. Dollars.
		

		
			Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
		

		
			Authentication.  Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.  
		

			
					
						 

					
					
						 

				
	
					
						IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.  

				
	
					
						 

					
					
						 

				
	
					
						Dated: _______,  20__

					
					
						TRIANGLE PETROLEUM CORPORATION

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:                                                                      

				
	
					
						 

					
					
						       Name:

				
	
					
						 

					
					
						       Title:

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				



		
			 
		

		
			 
		

			
					
						TRUSTEE’S CERTIFICATE OF AUTHENTICATION

				
	
					
						 

				
	
					
						This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

				
	
					
						 

				
	
					
						Date of authentication: ___________

					
					
						[                       ],  as Trustee

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:                                                                      

				
	
					
						 

					
					
						       Authorized Signatory

				



		
			 
		

		
			[FORM OF REVERSE OF SECURITY]
		

		
			Indenture.  This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of __________, 20__, as supplemented by a First Supplemental Indenture dated _______, 20__ (as so supplemented, herein called the "Indenture"), between the Company and [                      ], as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.  This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $_________.
		

		
			Optional Redemption.  The Securities of this series are subject to redemption at the Company's option, at any time and from time to time, in whole or in part, at a Redemption Price equal to __________.
		

		
			For purposes of determining the optional redemption price, the following definitions are applicable:
		

		
			__________ 
		

		
			Notice of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date (unless a shorter period shall be satisfactory to the Trustee and, in the case of a redemption in connection with a defeasance or discharge under Article XII of the Indenture or otherwise, such period may be longer than 60 days) to each registered Holder of the Securities to be redeemed. Unless the Company defaults in payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Securities or portions of the Securities called for redemption.  If fewer than all of the Securities are to be redeemed, the Trustee will select, not more than __ days prior to the Redemption Date, the particular Securities or portions thereof for redemption from the outstanding Securities not previously called by such method as the Trustee deems fair and appropriate. 
		

		
			Except as set forth above, the Securities will not be redeemable by the Company prior to maturity and will not be entitled to the benefit of any sinking fund.
		

		
			Defaults and Remedies.    If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
		

		
			Amendment, Modification and Waiver.  The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of each series to be affected.  The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.  
		

		
			Restrictive Covenants.  The Indenture does not limit unsecured debt of the Company or any of its Subsidiaries.
		

		
			Denominations, Transfer and Exchange.    The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.  As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.  
		

		
			As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the Registrar accompanied by a written request for transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.  
		

		
			No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.  
		

		
			Persons Deemed Owners.  Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.  
		

		
			Miscellaneous.  The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of said State.
		

		
			All terms used in this Security and not defined herein shall have the meanings assigned to them in the Indenture.
		

		
			SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
		

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

			
					
						Date of Exchange

					
					
						Amount of increase in Principal Amount of this Global Security

					
					
						Amount of decrease in Principal Amount of this Global Security

					
					
						Principal Amount of this Global Security following each decrease or increase

					
					
						Signature of authorized signatory of Trustee 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				



		
			 
		


		 


		

			A-2