Exhibit 4.1
TWENTY-FIRST SUPPLEMENTAL INDENTURE
THIS TWENTY-FIRST SUPPLEMENTAL INDENTURE, dated as of December 20, 2019 (this “Supplemental Indenture”), is among Callon Petroleum Company, a Delaware corporation (the “Successor Issuer”), the Guarantors (as defined in the Base Indenture (as defined below)), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
W I T NE S S E T H:
WHEREAS, Carrizo Oil & Gas, Inc., a Texas corporation (the “Predecessor Issuer”), has heretofore executed and delivered to the Trustee an indenture, dated as of May 28, 2008 (the “Base Indenture”), providing for the issuance from time to time of one or more series of the Predecessor Issuer’s securities;
WHEREAS, the Predecessor Issuer, certain of its Subsidiaries (as defined in the Base Indenture) and the Trustee has heretofore executed and delivered the Sixteenth Supplemental Indenture, dated as of April 28, 2015 (the Base Indenture as supplemented and amended thereby and by the Eighteenth Supplemental Indenture, dated as of May 20, 2015, the “2023Senior Notes Indenture”), providing for the issuance of the Predecessor Issuer’s 6.250% Senior Notes due 2023 (the “2023 Senior Notes”);
WHEREAS, the Predecessor Issuer, certain of its Subsidiaries and the Trustee has heretofore executed and delivered the Twentieth Supplemental Indenture, dated as of July 14, 2017 (the Base Indenture as supplemented and amended thereby, the “2025Senior Notes Indenture”), providing for the issuance of the Predecessor Issuer’s 8.250% Senior Notes due 2025 (the “2025 Senior Notes” and, together with the 2023 Senior Notes, the “Notes”);
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of July 14, 2019 and subsequently amended as of August 19, 2019 and November 13, 2019, by and between the Successor Issuer and the Predecessor Issuer, effective as of the Effective Time (as defined therein), which occurred on the date hereof, the Predecessor Issuer will merge with and into the Successor Issuer (the “Merger”), with the Successor Issuer as the surviving entity;
WHEREAS, pursuant to Section 5.02 of the 2023 Senior Notes Indenture and Section 5.02 of the 2025 Senior Notes Indenture, upon any merger in accordance with Section 5.01 thereof in which the Predecessor Issuer is not the surviving entity, (i) the surviving entity into which the Predecessor Issuer is merged shall succeed to, and be substituted for, and may exercise every right and power of, the Predecessor Issuer under the 2023 Senior Notes Indenture and the 2025 Senior Notes Indenture, as applicable, (ii) the Predecessor Issuer shall be discharged and released from all obligations and covenants under the 2023 Senior Notes Indenture and the 2025 Senior Notes Indenture, as applicable, and the 2023 Senior Notes and the 2025 Senior Notes, as applicable, and (iii) the Trustee shall enter into a supplemental indenture to evidence the succession and substitution of such successor and such discharge and release of the Predecessor Issuer; and
WHEREAS, Section 9.01(2) of the 2023 Senior Notes Indenture permits the execution of supplemental indentures without the consent of any Holders to comply with Section 5.01 thereof, and Section 9.01(2) of the 2025 Senior Notes Indenture permits the execution of supplemental indentures without the consent of any Holders to comply with Section 5.01 thereof.
