0001609253-15-000027 Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOCAL HOLDING, LLC a Delaware Limited Liability Company
Limited 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”)..

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AMENDED AND RESTATED PARTNERSHIP AGREEMENT FOR TIDELANDS OIL PRODUCTION COMPANY
Partnership Agreement • March 12th, 2015 • California Resources Corp • Crude petroleum & natural gas • Texas

THIS PARTNERSHIP AGREEMENT (this “Agreement”) of Tidelands Oil Production Company, a Texas general partnership (the “Partnership”), is executed as of January 1, 2006, by OXY Tidelands, Inc., a Delaware corporation (“OXY Tidelands”), and OXY Wilmington, LLC, a Delaware limited liability company (“OXY Wilmington”).

AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF OXY WILMINGTON, LLC a Delaware Limited Liability Company
Limited Liability Company Agreement • March 12th, 2015 • California Resources Corp • Crude petroleum & natural gas

The purpose of this Amendment is to amend the Limited Liability Company Agreement, dated as of January 10, 2006 (the “Agreement”) of OXY Wilmington, LLC, a Delaware Limited Liability Company (the “Company”), by action taken by the sole member of the Company, California Resources Tidelands, Inc., a Delaware corporation (the “Member”).

LIMITED LIABILITY COMPANY AGREEMENT OF CRC CONSTRUCTION SERVICES, LLC a Delaware Limited Liability Company
Limited Liability Company Agreement • March 12th, 2015 • California Resources Corp • Crude petroleum & natural gas • Delaware

This Limited Liability Company Agreement (this “Agreement”) of CRC Construction Services, LLC, is hereby executed by California Resources Corporation to form a Delaware limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18‑101, et seq.) (the “Act”):

ASSUMPTION AGREEMENT
Assumption Agreement • March 12th, 2015 • California Resources Corp • Crude petroleum & natural gas • New York

ASSUMPTION AGREEMENT, dated as of March 6, 2015, is made by CRC CONSTRUCTION SERVICES, LLC, a Delaware limited liability company (the “Additional Obligor”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below and all other Secured Parties.

LIMITED LIABILITY COMPANY AGREEMENT OF OXY WILMINGTON, LLC a Delaware Limited Liability Company
Limited Liability Company Agreement • March 12th, 2015 • California Resources Corp • Crude petroleum & natural gas • Delaware

This Limited Liability Company Agreement (this “Agreement”) of OXY Wilmington, OXY Tidelands, Inc., a Delaware corporation, to form a Delaware limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.) (the “Act”):

AMENDED AND RESTATED AGREEMENT OF LIMITED LIABILITY COMPANY OF ELK HILLS POWER, LLC a Delaware Limited Liability Company
Agreement of Limited Liability Company • March 12th, 2015 • California Resources Corp • Crude petroleum & natural gas • Delaware

This AMENDED AND RESTATED AGREEMENT OF LIMITED LIABILITY COMPANY (this “Agreement”) of ELK HILLS POWER, LLC, a Delaware limited liability company (the “Company”) is made and entered into, as of this 10th day of September 2014, by California Resources Elk Hills, LLC, a Delaware limited liability company (“CREH”) as sole member.

GUARANTOR SUPPLEMENTAL INDENTURE
Guarantor Supplemental Indenture • March 12th, 2015 • California Resources Corp • Crude petroleum & natural gas • New York

GUARANTOR SUPPLEMENTAL INDENTURE (this “Guarantor Supplemental Indenture”), dated as of March 5, 2015, among California Resources Corporation (the “Company”), the new guarantor listed on the signature page hereto (the “New Guarantor”), the existing guarantors listed on the signature page hereto (collectively, the “Existing Guarantors”) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).

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