0000950123-09-052394 Sample Contracts

AGREEMENT TO EXCHANGE
Agreement to Exchange • October 22nd, 2009 • Callon Petroleum Co • Crude petroleum & natural gas • New York

This Agreement (the “Agreement”) dated as of October 19, 2009 (the “Execution Date”) is made by and among (i) the undersigned holders or investment advisers or managers of discretionary accounts of the Notes (as defined below; each such signatory, a “Tendering Noteholder”) and (ii) Callon Petroleum Company, a Delaware corporation (“Callon;” each Tendering Noteholder and Callon, a “Party”, and collectively, the “Parties”).

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AMENDMENT NO. 3 AND AGREEMENT
Intercreditor Agreement • October 22nd, 2009 • Callon Petroleum Co • Crude petroleum & natural gas • Texas

This AMENDMENT NO. 3 AND AGREEMENT (the “Amendment”) dated as of October 16, 2009 (the “Effective Date”) is among Callon Petroleum Company, a Delaware corporation (“Borrower”), the Lenders (as defined below), and Union Bank, N.A. (f/k/a Union Bank of California, N.A.), as Administrative Agent and as Issuing Lender (as each such terms are defined below).

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