| CALLON PETROLEUM CO - 8-K (Filed: 07-06-2018) |  |
Sub Document 2
Page 1: Exhibit 4.1
Page 2: CROSS-REFERENCE TABLE1
Page 3: (cont'd)
Page 4: TABLE OF CONTENTS
Page 5: (cont'd)
Page 6: (cont'd)
Page 7: EXHIBITS
Page 8: Company ), the Guarantors (as defined) and U.S. Bank National Association, a national banking associ
Page 9: (cont'd)
Page 10: Affiliate of any specified Person means any other Person directly or indirectly controlling or contr
Page 12: (cont'd)
Page 13: Asset Swap means any substantially contemporaneous (and in any event occurring within 180 days of ea
Page 14: Board Resolution means a copy of a resolution certified by the Secretary, an Assistant Secretary or
Page 15: Cash Equivalents means:
Page 17: Consolidated Indebtedness means, as of the date of determination, the aggregate principal amount of
Page 18: Consolidated Net Working Capital of any Person as of any date of determination means the amount (sho
Page 19: Custodian means the Trustee, as custodian with respect to the Notes in global form, or any successor
Page 20: Dollar-Denominated Production Payments means production payment obligations recorded as liabilities
Page 21: Existing Indebtedness means all Indebtedness of the Company and its Restricted Subsidiaries (excludi
Page 22: Fixed Charges means, with respect to any specified Person for any period, the sum, without duplicati
Page 23: GAAP means generally accepted accounting principles in the United States, which are in effect from t
Page 24: Hedging Obligations means, with respect to any specified Person, the obligations of such Person unde
Page 25: Joint Venture General Partner ); and
Page 29: Oil and Gas Hedging Contracts means any puts, cap transactions, floor transactions, collar transacti
Page 30: Permitted Business Investments means investments made in the ordinary course of, and of a nature tha
Page 31: (cont'd)
Page 32: Permitted Liens means:
Page 33: (cont'd)
Page 34: Permitted Refinancing Indebtedness means any Indebtedness of the Company or any of its Restricted Su
Page 35: Person means any individual, corporation, partnership, joint venture, association, joint-stock compa
Page 36: Registration Rights Agreement means the Registration Rights Agreement, dated as of June 7, 2018, amo
Page 37: S P means S P Global Ratings, a division of S P Global Inc., and any successor to the ratings busine
Page 38: Treasury Management Arrangement means any agreement or other arrangement governing the provision of
Page 39: Volumetric Production Payments means production payment obligations recorded as deferred revenue in
Page 41: (cont'd)
Page 42: Authentication Order ), authenticate Notes for original issue that may be validly issued under this
Page 44: (cont'd)
Page 45: (cont'd)
Page 46: (cont'd)
Page 47: (cont'd)
Page 48: (cont'd)
Page 49: (cont'd)
Page 50: (cont'd)
Page 51: (cont'd)
Page 52: (cont'd)
Page 53: (cont'd)
Page 54: (cont'd)
Page 55: (cont'd)
Page 56: NEW YORK) ( DTC ), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AN
Page 57: (cont'd)
Page 58: (cont'd)
Page 59: (cont'd)
Page 60: CUSIP numbers.
Page 61: (cont'd)
Page 62: (cont'd)
Page 63: (cont'd)
Page 64: Offer Period ). No later than three Business Days after the termination of the Offer Period (the Pur
Page 65: Option of Holder to Elect Purchase attached to the Notes completed, or transfer by book-entry transf
Page 66: (cont'd)
Page 67: (cont'd)
Page 68: (cont'd)
Page 69: (cont'd)
Page 70: Restricted Payments ),
Page 71: (cont'd)
Page 72: (cont'd)
Page 73: (cont'd)
Page 74: (cont'd)
Page 75: (cont'd)
Page 76: (cont'd)
Page 77: incur ) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified
Page 78: (cont'd)
Page 79: (cont'd)
Page 80: (cont'd)
Page 81: (cont'd)
Page 82: Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $20.0 million, within five day
Page 83: Affiliate Transaction ), unless:
Page 84: (cont'd)
Page 85: Initial Lien ) of any kind (other than Permitted Liens) securing Indebtedness upon any of their prop
Page 86: Change of Control Offer ) to each Holder to repurchase all or any part (equal to $2,000 or an integr
Page 87: (cont'd)
Page 88: Alternate Offer ) any and all Notes validly tendered at a cash price equal to or higher than the Cha
Page 89: Suspension Period ), the Company s Board of Directors may not designate any of its Subsidiaries as U
Page 90: (cont'd)
Page 91: Event of Default :
Page 92: Payment Default ); or
Page 93: (cont'd)
Page 94: (cont'd)
Page 95: (cont'd)
Page 96: (cont'd)
Page 97: (cont'd)
Page 98: (cont'd)
Page 99: (cont'd)
Page 100: (cont'd)
Page 101: (cont'd)
Page 102: Legal Defeasance ). For this purpose, Legal Defeasance means that the Company and the Guarantors wil
Page 103: Covenant Defeasance ), and the Notes will thereafter be deemed not outstanding for the purposes of a
Page 104: Trustee ) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust
Page 105: (cont'd)
Page 106: (cont'd)
Page 107: (cont'd)
Page 108: (cont'd)
Page 109: (cont'd)
Page 110: (cont'd)
Page 111: (cont'd)
Page 112: (cont'd)
Page 113: (cont'd)
Page 114: (cont'd)
Page 115: (cont'd)
Page 116: (cont'd)
Page 117: (cont'd)
Page 118: (cont'd)
Page 119: (cont'd)
Page 120: EXHIBIT A
Page 121: (cont'd)
Page 122: (cont'd)
Page 123: Company ), promises to pay or cause to be paid interest on the principal amount of this Note at 6.37
Page 124: Indenture ) among the Company, the Guarantors and the Trustee. The terms of the Notes include those
Page 125: (cont'd)
Page 126: (cont'd)
Page 127: (cont'd)
Page 128: (cont'd)
Page 129: EXHIBIT B
Page 130: Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a
Page 131: Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of
Page 132: (cont'd)
Page 133: [CHECK ONE OF (A) OR (B)]
Page 134: EXHIBIT C
Page 135: Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Globa
Page 136: (cont'd)
Page 137: EXHIBIT D
Page 138: accredited investor (within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Page 139: EXHIBIT E
Page 140: (cont'd)
Page 141: (cont'd)
Sub Document 3
Page 1: Exhibit 4.2
Page 2: Exchanging Dealer ), is required to deliver a prospectus containing the information set forth in (a)
Page 3: Issue Date ).
Page 4: (cont'd)
Page 5: (cont'd)
Page 6: (cont'd)
Page 7: (cont'd)
Page 8: (cont'd)
Page 9: (cont'd)
Page 10: (cont'd)
Page 11: (cont'd)
Page 12: (cont'd)
Page 13: (cont'd)
Page 14: (cont'd)
Page 15: (cont'd)
Page 16: (cont'd)
Page 17: ANNEX A
Page 18: ANNEX B
Page 19: ANNEX C
Page 20: ANNEX D
Page 21: ANNEX E
Sub Document 4
Page 1: Exhibit 99.1
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