GUARANTOR SUPPLEMENTAL INDENTURE NO. 2

EXHIBIT 10.4

GUARANTOR SUPPLEMENTAL INDENTURE NO. 2

US 4072061v.4

GUARANTOR SUPPLEMENTAL INDENTURE NO. 2 (this “Guarantor Supplemental Indenture”), dated as of April 29, 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 Wilmington Trust, National Association as successor to Xxxxx Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Company, the Existing Guarantors and the Trustee are parties to an indenture (the “Base Indenture”), dated as of October 1, 2014, providing for the issuance of 5% Senior Notes due 2020, 5½% Senior Notes due 2021 and 6% Senior Notes due 2024 (collectively the “Notes”), as supplemented by the Guarantor Supplemental Indenture, dated as of March 5, 2015 (the Base Indenture, as so supplemented, the “Indenture”);

WHEREAS, Section 9.01 of the Base Indenture provides that, without the consent of any Holders, the Company, the Existing Guarantors and the Trustee, at any time and from time to time, may modify, supplement or amend the Indenture to add a Guarantor or additional obligor under the Indenture or permit any Person to Guarantee the Notes and/or obligations under the Indenture;

WHEREAS, each New Guarantor wishes to Guarantee the Notes pursuant to the Indenture;

WHEREAS, pursuant to the Base Indenture, the Company, the Existing Guarantors, each New Guarantor and the Trustee have agreed to enter into this Guarantor Supplemental Indenture for the purposes stated herein; and

WHEREAS, all things necessary have been done to make this Guarantor Supplemental Indenture, when executed and delivered by the Company, the Existing Guarantors and each New Guarantor, the legal, valid and binding agreement of the Company, the Existing Guarantors and each New Guarantor, in accordance with its terms.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, each New Guarantor, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Guarantee.  Each New Guarantor hereby guarantees the obligations of the Company under the Indenture and the Notes related thereto pursuant to the terms and conditions of

Article Ten of the Indenture, such Article Ten being incorporated by reference herein as if set forth at length herein (each such guarantee, a “Guarantee”) and such New Guarantor agrees to be bound as a Guarantor under the Indenture as if it had been an initial signatory thereto; provided that the New Guarantor can be released from its Guarantee to the same extent as any other Guarantor under the Indenture.

(3) GOVERNING LAW.  THIS GUARANTOR SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(4) Counterparts.  The parties may sign any number of copies of this Guarantor Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

(5) Effect of Headings.  The section headings herein are for convenience only and shall not affect the construction hereof.

(6) The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Guarantor Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company, Existing Guarantors and each New Guarantor.

(Signature Page Follows)

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IN WITNESS WHEREOF, the parties hereto have caused this Guarantor Supplemental Indenture to be duly executed and attested, all as of the date first above written.

	COMPANY
	California Resources Corporation, a Delaware corporation
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Executive Vice President, General Counsel and Corporate Secretary
	NEW GUARANTORS
	California Resources Coles Levee, L.P.
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Executive Vice President, General Counsel and Corporate Secretary of California Resources Coles Levee, LLC, its General Partner
	California Resources Coles Levee, LLC
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Executive Vice President, General Counsel and Corporate Secretary
	California Resources Wilmington, LLC
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President, General Counsel and Corporate Secretary of California Resources Tidelands, Inc., its Sole Member
	Wilmington Trust, National Association, as Trustee
	By:	/s/ Xxxxxx X. Field
		Name: Xxxxxx X. Field
		Title: Assistant Vice President

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	EXISTING GUARANTORS
	California Heavy Oil, Inc.
	California Resources Petroleum Corporation
	California Resources Production Corporation
	Southern San Xxxxxxx Production, Inc.
	Thums Long Beach Company
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Executive Vice President, General Counsel and Corporate Secretary
	California Resources Elk Hills, LLC
	CRC Construction Services, LLC
	CRC Services, LLC
	Socal Holding, LLC
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Executive Vice President, General Counsel and Corporate Secretary of California Resources Corporation, its Sole Member
	California Resources Long Beach, Inc.
	California Resources Tidelands, Inc.
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Executive Vice President, General Counsel and Corporate Secretary
	California Resources Wilmington, LLC
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President, General Counsel and Corporate Secretary of California Resources Tidelands, Inc., its Sole Member
	CRC Marketing, Inc.
	By:	/s/ D. Xxxx Xxxxx
		Name: D. Xxxx Xxxxx
		Title: Assistant Secretary

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	Elk Hills Power, LLC
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Executive Vice President, General Counsel and Corporate Secretary of California Resources Corporation, the Sole Member of California Resources Elk Hills, LLC, its Sole Member
	Tidelands Oil Production Company
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President, General Counsel and Corporate Secretary of California Resources Tidelands, Inc., its Managing Partner

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	Wilmington Trust, National Association, as Trustee
	By:	/s/ Xxxxxx X. Field
		Name: Xxxxxx X. Field
		Title: Assistant Vice President

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Schedule A

California Resources Coles Levee, L.P.

California Resources Coles Levee, LLC

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Schedule B

California Heavy Oil, Inc.

California Resources Elk Hills, LLC

California Resources Long Beach, Inc.

California Resources Petroleum Corporation

California Resources Production Corporation

California Resources Tidelands, Inc.

California Resources Wilmington, LLC

CRC Construction Services, LLC

CRC Marketing, Inc.

CRC Services, LLC

Elk Hills Power, LLC

Socal Holding, LLC

Southern San Xxxxxxx Production, Inc.

Thums Long Beach Company

Tidelands Oil Production Company

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