0000950129-08-002195 Sample Contracts

AMENDMENT NO. 3
Callon Petroleum Co • April 9th, 2008 • Crude petroleum & natural gas • Texas

This Amendment No. 3 dated as of April 4, 2008 (“Amendment”) is among Callon Petroleum Company, a Delaware corporation (“Borrower”), the Lenders, and Union Bank of California, N.A., as administrative agent (“Administrative Agent”).

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Form of NON-RECOURSE GUARANTY
Callon Petroleum Co • April 9th, 2008 • Crude petroleum & natural gas • Texas

THIS NON-RECOURSE GUARANTY (this “Guaranty”), dated as of April 4, 2008, made by CALLON PETROLEUM OPERATING COMPANY, a Delaware corporation (“Guarantor”), in favor of CIECO ENERGY (ENTRADA) LLC, a Delaware limited liability company (“Lender”).

CREDIT AGREEMENT, dated as of April 4, 2008, between CALLON ENTRADA COMPANY, as Borrower, and CIECO ENERGY (ENTRADA) LLC, as Lender.
Credit Agreement • April 9th, 2008 • Callon Petroleum Co • Crude petroleum & natural gas

THIS CREDIT AGREEMENT, dated as of April 4, 2008, between CALLON ENTRADA COMPANY, a Delaware corporation (“Borrower”), and CIECO ENERGY (ENTRADA) LLC, a Delaware limited liability company (“Lender”).

Form of INDEMNITY AGREEMENT
Indemnity Agreement • April 9th, 2008 • Callon Petroleum Co • Crude petroleum & natural gas • Texas

THIS INDEMNITY AGREEMENT (this “Agreement”), dated as of April 4, 2008, made by CALLON PETROLEUM COMPANY, a Delaware corporation (“Indemnitor”), in favor of CIECO ENERGY (ENTRADA) LLC, a Delaware limited liability company (“Lender”).

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • April 9th, 2008 • Callon Petroleum Co • Crude petroleum & natural gas • New York

FIRST SUPPLEMENTAL INDENTURE dated as of April 4, 2008 (the “Supplemental Indenture”), between CALLON PETROLEUM COMPANY, a Delaware corporation (the “Company”), having its principal office at 200 North Canal Street, Natchez, Mississippi 39120, the undersigned Subsidiary Guarantors (herein so called), and AMERICAN STOCK TRANSFER & TRUST COMPANY, as trustee (the “Trustee”).

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