Exhibit 10.1
FIRST SUPPLEMENTAL INDENTURE
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” ).
WHEREAS, there has heretofore been
executed and delivered to the Trustee an Indenture dated as of
March 15, 2004 between the Company, the Subsidiary Guarantors
and the Trustee (as the same may have been amended or supplemented
from time to time by one or more indentures supplemental thereto
entered into pursuant to the applicable provisions thereof, the
“Indenture” ), providing for the issuance of the
Company’s 9.75% Senior Notes due 2010, Series B (the
“Securities” );
WHEREAS, there are now outstanding
under the Indenture Securities in the aggregate principal amount of
$200,000,000;
WHEREAS, Section 9.2 of the
Indenture provides that the Company and the Trustee may amend the
Indenture with the written consent of the Holders (as defined in
the Indenture) of at least 75% in principal amount of the
Securities then outstanding, or with respect to certain amendments,
with the consent of the Holder of each outstanding Security;
WHEREAS, the Company desires to amend
certain provisions of the Indenture, as set forth in
Article II hereof;
WHEREAS, the Company has received
consents from Holders of at least 75% of the outstanding Securities
( “Consenting Holders” ) to the amendments to
the Indenture set forth herein;
WHEREAS, all matters necessary to
make this Supplemental Indenture a valid agreement, in accordance
with its terms, have been done.
NOW THEREFORE, this Supplemental
Indenture witnesseth that, for and in consideration of the
premises, the Company and the Trustee agree as follows for the
equal and ratable benefit of the Holders of the Securities:
ARTICLE I
EFFECTIVENESS
SECTION 1.1. Effectiveness.
This Supplemental Indenture shall become effective as of the date
hereof.
ARTICLE II
AMENDMENTS TO
INDENTURE
SECTION 2.1. Amendments to
Indenture.
(a) Clause (y) of the
proviso at the end of the definition of “Debt” in
Section 1.1 of the Indenture is hereby amended in its entirety
to read as follows:
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“(y) any debt arising in
connection with a Permitted Medusa Transaction or a Permitted
Entrada Transaction, or”
(b) Clause (b) of the
definition of “Interest Expense” in Section 1.1 of
the Indenture is hereby amended in its entirety to read as
follows:
“(b) imputed interest
expense attributable to any production payment, project financing
by vendors and other non-recourse debt, but not including any
amounts arising out of a Permitted Medusa Transaction or a
Permitted Entrada Transaction”;
(c) Clause (n) of the
definition of “Permitted Investment” in
Section 1.1 of the Indenture is hereby amended in its entirety
to read as follows:
“(n) any
Investment arising from or related to a Permitted Medusa
Transaction, or a Permitted Entrada Transaction; and”
(d) Clause (a) of the
definition of “Unrestricted Subsidiary” in
Section 1.1 of the Indenture is hereby amended in its entirety
to read as follows:
“(a)
Callon Entrada Company and any other Subsidiary of the Company that
at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors of the Company in the manner
provided below; and”
(e) A new definition of
“Entrada Assets” is hereby added to
Section 1.1 of the Indenture, such new definition to be
inserted in appropriate alphabetical order and to read in its
entirety as follows:
“‘
Entrada Assets ’ means all Oil and Gas
Properties owned by the Company or any of its Subsidiaries and
located on, under or related to Garden Banks Blocks 738, 782, 785,
826, and 827 in the federal offshore waters of the Gulf of Mexico,
subject to certain depth limits, and any and all related equipment,
accounts receivable, general intangibles and other assets related
thereto and any proceeds
