Item 1.01 Entry into a Material Definitive Agreement.
Callon Petroleum Company entered into an Agreement to Exchange, effective as of October 19, 2009, under which holders of 73.5% of Callon's $200 million 9.75% Senior Notes due 2010 ("Senior Notes") agreed to tender their outstanding Senior Notes in Callon's exchange offer and consent solicitation commenced on October 21, 2009. A copy of the Agreement to Exchange is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On October 16, 2009, Callon entered into an Amendment No. 3 and Agreement effective as of October 16, 2009 (the "Amendment") to its Second Amended and Restated Credit Agreement, as amended (the "Credit Agreement"). The Amendment was entered into in connection with the exchange offer and consent solicitation described below, and reaffirms the amount of the borrowing base and waives the application of certain financial covenants for the fiscal quarter ended September 30, 2009.
The foregoing description of the Amendment is qualified in its entirety by reference to the text of the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.
On October 21, 2009, Callon commenced an exchange offer and consent solicitation for any and all of its outstanding Senior Notes. Reference is made to the related offering memorandum which is filed with this Current Report as Exhibit 99.1 and is incorporated herein by reference. In connection with the exchange offer and consent solicitation commenced on October 21, 2009, Callon is filing a press release with this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Title of Document 1.1 Agreement to Exchange dated as of October 19, 2009. 2.1 Amendment No. 3 and Agreement, dated as of October 16, 2009, to Callon's Second Amended and Restated Credit Agreement. 99.1 Offering Memorandum dated October 21, 2009 99.2 Press release dated October 20, 2009 announcing commencement of exchange offer and consent solicitation

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