INDEMNIFICATION AGREEMENTIndemnification Agreement • October 27th, 2020 • California Resources Corp • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of _______, __, 20__ by and between California Resources Corporation, a Delaware corporation (the “Company”), and _______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
AND EACH OF THE GUARANTORS PARTY HERETO 8.250% SENIOR NOTES DUE 2029 INDENTURE Dated as of June 5, 2024Indenture • June 5th, 2024 • California Resources Corp • Crude petroleum & natural gas • New York
INDENTURE dated as of June 5, 2024 among California Resources Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and Wilmington Trust, National Association, as trustee (the “Trustee”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 22nd, 2014 • California Resources Corp • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between California Resources Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
AMENDED AND RESTATED CREDIT AGREEMENTDated as of April 26, 2023amongCALIFORNIA RESOURCES CORPORATION as the Borrower,The Several Lenders from Time to Time Parties Hereto,andCITIBANK, N.A., as Administrative Agent, Collateral Agent and an Issuing Bank...Credit Agreement • May 2nd, 2023 • California Resources Corp • Crude petroleum & natural gas • New York
CALIFORNIA RESOURCES CORPORATION 6,000,000 SHARES OF COMMON STOCK ($0.01 PAR VALUE PER SHARE) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 17th, 2017 • California Resources Corp • Crude petroleum & natural gas • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2023 • California Resources Corp • Crude petroleum & natural gas
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between California Resources Corporation, a Delaware corporation (the “Company”), and Christopher D. Gould (“Employee”) effective as of July 27, 2023 (the “Effective Date”).
CALIFORNIA RESOURCES CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 7.125% SENIOR NOTES DUE 2026 INDENTURE Dated as of January 20, 2021 WILMINGTON TRUST, NATIONAL ASSOCIATION As TrusteeIndenture • January 21st, 2021 • California Resources Corp • Crude petroleum & natural gas • New York
INDENTURE dated as of January 20, 2021 among California Resources Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined) and Wilmington Trust, National Association, as trustee (the “Trustee”).
SECOND AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • July 2nd, 2020 • California Resources Corp • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of June 30, 2020, by and among CALIFORNIA RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), the other Guarantors party hereto (the “Guarantors”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and the Lenders party hereto (the “Forbearing Lenders”).
CALIFORNIA RESOURCES CORPORATION, THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Collateral TrusteeIndenture • December 18th, 2015 • California Resources Corp • Crude petroleum & natural gas • New York
to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2018 • California Resources Corp • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 7, 2018, by and among California Resources Corporation, a Delaware corporation (the “Company”), and the purchasers named on Schedule A hereto (each a “Purchaser” and collectively, the “Purchasers”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN OCCIDENTAL PETROLEUM CORPORATION AND CALIFORNIA RESOURCES CORPORATION DATED AS OF NOVEMBER 25, 2014Separation and Distribution Agreement • December 1st, 2014 • California Resources Corp • Crude petroleum & natural gas • Texas
This SEPARATION AND DISTRIBUTION AGREEMENT, made and entered into effective as of November 25, 2014 (this “Agreement”), is by and between Occidental Petroleum Corporation, a Delaware corporation (“OPC”), and California Resources Corporation, a Delaware corporation and wholly owned subsidiary of OPC (“CRC”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOCAL HOLDING, LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • March 12th, 2015 • California Resources Corp • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Socal Holding, LLC, a Delaware limited liability company (the “Company”) is made and entered into, as of this 11th day of September 2014, by California Resources Corporation, a Delaware corporation (“CRC”) as sole member, pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.) (the “Act”)..
TAX SHARING AGREEMENT between OCCIDENTAL PETROLEUM CORPORATION AND ITS AFFILIATES and CALIFORNIA RESOURCES CORPORATION AND ITS AFFILIATES Dated as of November 25, 2014Tax Sharing Agreement • December 1st, 2014 • California Resources Corp • Crude petroleum & natural gas • Texas
This TAX SHARING AGREEMENT (the “Agreement”) is entered into as of November 25, 2014, by and between Occidental Petroleum Corporation (“OPC”), a Delaware corporation, and California Resources Corporation (“CRC”), a Delaware corporation and is effective as of the Effective Time. Each of OPC and CRC is sometimes referred to herein as a “party” and, collectively, the “parties.”
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN OCCIDENTAL PETROLEUM CORPORATION AND CALIFORNIA RESOURCES CORPORATION DATED AS OF NOVEMBER 25, 2014Employee Matters Agreement • December 1st, 2014 • California Resources Corp • Crude petroleum & natural gas • Texas
This EMPLOYEE MATTERS AGREEMENT, made and entered into as of November 25, 2014, is by and between Occidental Petroleum Corporation, a Delaware corporation (“OPC”), and California Resources Corporation, a Delaware corporation and wholly-owned Subsidiary of OPC (“CRC”). OPC and CRC are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 2.1.
AREA OF MUTUAL INTEREST AGREEMENTArea of Mutual Interest Agreement • December 1st, 2014 • California Resources Corp • Crude petroleum & natural gas • Texas
This Area of Mutual Interest Agreement (as the same may be amended, this “Agreement”) is entered into on November 25, 2014, to be effective for all purposes as of the Effective Time, by Occidental Petroleum Corporation, a Delaware corporation (“OPC”), and California Resources Corporation, a Delaware corporation (“CRC”).
Stockholder’s and Registration Rights Agreement by and between Occidental Petroleum Corporation and California Resources Corporation Dated as of November 25, 2014Stockholder’s and Registration Rights Agreement • December 1st, 2014 • California Resources Corp • Crude petroleum & natural gas • Texas
This Stockholder’s and Registration Rights Agreement (this “Agreement”) is made as of November 25, 2014 by and between Occidental Petroleum Corporation, a Delaware corporation (“Occidental”), and California Resources Corporation, a Delaware corporation and wholly owned subsidiary of Occidental (“CRC”) and is effective as of the Effective Time. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.01.
FIFTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT DATED AS OF AUGUST 12, 2016 AMONG CALIFORNIA RESOURCES CORPORATION, AS THE BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, SWINGLINE LENDER AND A LETTER OF CREDIT ISSUER, BANK OF AMERICA,...Credit Agreement • August 18th, 2016 • California Resources Corp • Crude petroleum & natural gas • New York
This Fifth Amendment and Waiver to the Credit Agreement (this “Amendment”) dated as of August 12, 2016, is among California Resources Corporation, a Delaware corporation (the “Borrower”), each of the undersigned Guarantors, each Lender (as defined below) party hereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
CALIFORNIA RESOURCES CORPORATION, THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeIndenture • October 8th, 2014 • California Resources Corp • Crude petroleum & natural gas • New York
INDENTURE (this “Indenture”), dated as of October 1, 2014, among California Resources Corporation, a Delaware corporation (the “Company”), the Guarantors named on the signature pages hereto (the “Initial Guarantors”) and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
FORBEARANCE AGREEMENTForbearance Agreement • June 8th, 2020 • California Resources Corp • Crude petroleum & natural gas
THIS FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of June 2, 2020, by and among CALIFORNIA RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), the other Guarantors party hereto (the “Guarantors”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and the Lenders party hereto (the “Forbearing Lenders”).
CALIFORNIA RESOURCES CORPORATION RESTRICTED STOCK UNIT AWARD FOR NON-EMPLOYEE DIRECTORS GRANT AGREEMENTRestricted Stock Unit Award Agreement • August 7th, 2024 • California Resources Corp • Crude petroleum & natural gas
Agreement (this “Agreement”) made as of the Date of Grant between CALIFORNIA RESOURCES CORPORATION, a Delaware corporation (“CRC”), and with its subsidiaries (the “Company”), and the Eligible Person receiving this Award (the “Grantee”).
TO CREDIT AGREEMENT DATED AS OF AUGUST 28, 2019 AMONG CALIFORNIA RESOURCES CORPORATION,Credit Agreement • September 3rd, 2019 • California Resources Corp • Crude petroleum & natural gas • New York
CREDIT AGREEMENT, dated as of September 24, 2014, is among CALIFORNIA RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Swingline Lender and each Letter of Credit Issuer from time to time party hereto.
CONFIDENTIALITY AND TRADE SECRET PROTECTION AGREEMENTConfidentiality Agreement • December 1st, 2014 • California Resources Corp • Crude petroleum & natural gas • Texas
This Confidentiality and Trade Secret Protection Agreement (as the same may be amended, this “Agreement”) is entered into effective as of November 25, 2014 (the “Effective Date”), by Occidental Petroleum Corporation, a Delaware corporation (“OPC”), and California Resources Corporation, a Delaware corporation (“CRC”).
SEVENTH AMENDMENT TO CREDIT AGREEMENT DATED AS OF NOVEMBER 9, 2017 AMONG CALIFORNIA RESOURCES CORPORATION, AS THE BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, SWINGLINE LENDER AND A LETTER OF CREDIT ISSUER, BANK OF AMERICA, N.A., AS...Credit Agreement • November 13th, 2017 • California Resources Corp • Crude petroleum & natural gas • New York
This Seventh Amendment to Credit Agreement (this “Amendment”) dated as of November 9, 2017, is among California Resources Corporation, a Delaware corporation (the “Borrower”), each of the undersigned Guarantors, each Lender party hereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
GUARANTOR SUPPLEMENTAL INDENTUREGuarantor Supplemental Indenture • August 4th, 2016 • California Resources Corp • Crude petroleum & natural gas • New York
GUARANTOR SUPPLEMENTAL INDENTURE (this “Guarantor Supplemental Indenture”), dated as of March 4, 2016, among California Resources Corporation (the “Company”), the Company’s Subsidiaries listed on Schedule A hereto (each, a “New Guarantor”), the Company’s Subsidiaries listed on Schedule B hereto (collectively the “Existing Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 1st, 2014 • California Resources Corp • Crude petroleum & natural gas • Texas
THIS TRANSITION SERVICES AGREEMENT is entered into on November 25, 2014, to be effective for all purposes as of the Effective Time, by and between Occidental Petroleum Corporation, a Delaware corporation (“OPC”), and California Resources Corporation, a Delaware corporation (“CRC”).
AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • July 24th, 2020 • California Resources Corp • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules attached to this agreement in accordance with Section 14.02, this “Agreement”) is made and entered into as of July 24, 2020 (the “Execution Date”), and amends and restates in its entirety the Restructuring Support Agreement dated as of July 15, 2020 (the “Original Restructuring Support Agreement”) by and among the following parties (each of the following described in sub-clauses (i) through (iv) of this preamble, collectively, the “Parties”):
REGISTRATION RIGHTS AGREEMENT by and among California Resources Corporation, Subsidiary Guarantors, listed on the signature pages hereof, and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the Initial Purchasers Dated as of...Registration Rights Agreement • October 8th, 2014 • California Resources Corp • Crude petroleum & natural gas • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of September 11, 2014 (the “Purchase Agreement”), by and among the Company, the Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the Initial Purchasers, (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Securities (as defined below) (including the Initial Purchasers).
AMENDED AND RESTATED BACKSTOP COMMITMENT AGREEMENTBackstop Commitment Agreement • July 24th, 2020 • California Resources Corp • Crude petroleum & natural gas • New York
This AMENDED AND RESTATED BACKSTOP COMMITMENT AGREEMENT (including exhibits and schedules attached hereto and incorporated herein, this “Agreement”) is made and entered into as of July 24, 2020, and amends and restates in its entirety the Backstop Commitment Agreement dated as of July 15, 2020 (the “Original Backstop Commitment Agreement”) by and among California Resources Corporation, a Delaware corporation (the “Company”), on behalf of itself and each of its affiliates listed on Schedule 1 hereto (collectively, together with the Company, the “Debtors”), on the one hand, and the Backstop Parties set forth on Schedule 2 hereto (as such list may be amended, supplemented or modified from time to time in accordance with this Agreement, including Sections 3 and 4 hereof) (each referred to herein, individually, as a “Backstop Party” and, collectively, as the “Backstop Parties”), on the other hand. The Company and each Backstop Party is referred to herein, individually, as a “Party” and, col
STOCKHOLDER AGREEMENT by and between CALIFORNIA RESOURCES CORPORATION and THE STOCKHOLDERS PARTY HERETO July 1, 2024Stockholder Agreement • July 1st, 2024 • California Resources Corp • Crude petroleum & natural gas • Delaware
This STOCKHOLDER AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2024 by and among California Resources Corporation, a Delaware corporation (the “Company”), IKAV Impact S.a.r.l., a Luxembourg corporation (“IKAV”), Simlog, Inc., a Delaware corporation (“Simlog”), IKAV Energy Inc., a Delaware corporation (“IKAV Energy” and, together with each of IKAV and Simlog, the “Stockholders” and each of them individually, a “Stockholder”), and each other Person who after the date hereof becomes a party hereto.
SECOND AMENDMENT TO CREDIT AGREEMENT DATED AS OF NOVEMBER 2, 2015 AMONG CALIFORNIA RESOURCES CORPORATION, AS THE BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, SWINGLINE LENDER AND A LETTER OF CREDIT ISSUER, BANK OF AMERICA, N.A., AS...Credit Agreement • November 6th, 2015 • California Resources Corp • Crude petroleum & natural gas • New York
INTERCREDITOR AGREEMENT, dated as of [________], 201[_] (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), between JPMORGAN CHASE BANK, N.A., as administrative agent for the Priority Lien Secured Parties referred to herein (in such capacity, and together with its successors and assigns in such capacity, the “Original Priority Lien Agent”) and [_______________], as [administrative agent/collateral agent/collateral trustee for the Second Lien Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Second Lien Collateral Agent”) and acknowledged and agreed by California Resources Corporation, a Delaware corporation (the “Borrower”) and the other Grantors party hereto.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2018 • California Resources Corp • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 9, 2018, by and among California Resources Corporation, a Delaware corporation (the “Company”), and Chevron U.S.A., Inc., a Pennsylvania corporation (“Chevron”).
CREDIT AGREEMENT DATED AS OF AUGUST 12, 2016 AMONG CALIFORNIA RESOURCES CORPORATION, AS THE BORROWER, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, GOLDMAN SACHS BANK USA, AS LEAD ARRANGER AND BOOKRUNNER, AND THE BANK OF NEW YORK MELLON TRUST...Credit Agreement • August 18th, 2016 • California Resources Corp • Crude petroleum & natural gas • New York
Indemnity. The Borrower agrees to indemnify and hold harmless the Bank against any and all claims, losses, damages liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) incurred or sustained by the Bank as a result of or in connection with the Bank’s reliance upon and compliance with instructions or directions given by such party by Electronic Methods, provided, however, that such Losses have not arisen from the gross negligence or willful misconduct of the Bank, it being understood that the failure of the Bank to verify or confirm that the person giving the instructions or directions, is, in fact, an Authorized Person does not constitute gross negligence or willful misconduct.
Certain portions of this exhibit (indicated by “[*****]”) have been omitted pursuant to Item 601(b)(10) of Regulation S-K. FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 2nd, 2023 • California Resources Corp • Crude petroleum & natural gas • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into effective as of October 30, 2023 (the “First Amendment Effective Date”) among CALIFORNIA RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), each other Credit Party party hereto, the Lenders party hereto and CITIBANK, N.A., as Administrative Agent.
SUPPLEMENTAL INDENTURESupplemental Indenture • July 1st, 2024 • California Resources Corp • Crude petroleum & natural gas
Supplemental Indenture (this “Supplemental Indenture”), dated as of July 1, 2024, by and among Aera Energy LLC, a California limited liability company, Aera Energy Services Company, a Delaware corporation, Aera Federal LLC, a Delaware limited liability company, Belridge Farms & Packing LLC, a California limited liability company, Green Gate San Ardo LLC, a Delaware limited liability company, Terrain Technology Inc., a California corporation, Green Gate Intermediate LLC, a Delaware limited liability company, Green Gate Resources E LLC, a Delaware limited liability company, Green Gate Resources S LLC, a Delaware limited liability company, Green Gate Resources Holdings LLC, a Delaware limited liability company, Green Gate Resources Parent LLC, a Delaware limited liability company, Petra Merger Sub S, LLC, a Delaware limited liability company (collectively, the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), each a subsidiary of California Resources Corporation, a Delaw
TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 22nd, 2014 • California Resources Corp • Crude petroleum & natural gas • Texas
THIS TRANSITION SERVICES AGREEMENT is made as of [ ], 2014 by and between Occidental Petroleum Corporation, a Delaware corporation (“OPC”), and California Resources Corporation, a Delaware corporation (“CRC”).
