Callon Petroleum : Acquisition/Asset Disposal - Form 8-K

Item 1.02

Termination of a Material Definitive Agreement.

The information set forth in the "Introductory Note" and in Item 2.01 is incorporated by reference into this Item 1.02.

Termination of Credit Agreement

On April 1, 2024, concurrently and in connection with the Merger, Callon will have terminated all commitments, and caused to be repaid in full all indebtedness, liabilities and other obligations, under that certain Amended and Restated Credit Agreement, dated as of October 19, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the "Callon Credit Agreement"), among Callon, JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders party thereto from time to time. Upon consummation of the Merger and receipt of the payoff amount, Callon, together with its subsidiaries, will be released from any and all obligations and guarantees under the Callon Credit Agreement.

Redemption of 2026 Notes

On March 1, 2024, Callon directed U.S. Bank Trust Company, National Association, as trustee (the "Trustee") of Callon's 6.375% Senior Notes due 2026 (the "2026 Notes"), to deliver a conditional notice of full redemption with respect to all $320,783,000 aggregate principal amount of its 2026 Notes to the respective holders, with such redemption conditioned upon the closing of the Merger. On April 1, 2024, the Merger was completed, and APA, on behalf of Callon, deposited with the Trustee cash in an amount sufficient to pay and discharge the principal amount outstanding on the 2026 Notes (which occurred at 101.063% of such principal amount), plus accrued and unpaid interest on the 2026 Notes up to but excluding the redemption date of April 1, 2024. Concurrently therewith, Callon elected to satisfy and discharge the indenture governing the 2026 Notes with respect to the 2026 Notes in accordance with its terms and the Trustee acknowledged such satisfaction and discharge. As a result of the satisfaction and discharge of the indenture governing the 2026 Notes with respect to the 2026 Notes, Callon and the guarantors of the 2026 Notes have been released from their obligations under the indenture governing the 2026 Notes with respect to the 2026 Notes.