CREDIT AGREEMENT Dated as of October 27, 2020 among CALIFORNIA RESOURCES CORPORATION as the Borrower, The Several Lenders from Time to Time Parties Hereto, and CITIBANK, N.A., as Administrative Agent, Collateral Agent and an Issuing Bank CITIBANK,...Credit Agreement • November 2nd, 2020 • California Resources Corp • Crude petroleum & natural gas • London
WHEREAS, reference is made to that certain Amended and Restated Restructuring Support Agreement, dated as of July 24, 2020, by and among the Borrower, certain subsidiaries of the Borrower, the Consenting 2016 Term Loan Lenders (as defined in the Restructuring Support Agreement) party thereto, the Consenting 2017 Term Loan Lenders (as defined in the Restructuring Support Agreement) party thereto, the Consenting Second Lien Noteholders (as defined in the Restructuring Support Agreement) party thereto and Ares (as defined in the Restructuring Support Agreement) (as amended, amended and restated, supplemented, restated or otherwise modified, the “Restructuring Support Agreement”). Pursuant to the Restructuring Support Agreement, the Borrower and the other parties thereto agreed to a restructuring of the Borrower and its Subsidiaries;
OWNER GUARANTYOwner Guaranty • November 2nd, 2020 • California Resources Corp • Crude petroleum & natural gas • New York
This Guaranty (the “Guaranty”) is made as of October 27, 2020, by California Resources Corporation, a corporation formed under the laws of Delaware and having an office at 27200 Tourney Road, Suite 200, Santa Clarita, CA 91355 (“Guarantor”), to and for the benefit of Wilmington Trust, National Association, having an office at 1100 North Market Street, Wilmington, DE 19890, as Collateral Agent (as defined below) for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, “Beneficiary”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 2nd, 2020 • California Resources Corp • Crude petroleum & natural gas • New York
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), is entered into as of October 27, 2020 (the “Effective Date”), by and among Elk Hills Power, LLC, a Delaware limited liability company (the “Company”), California Resources Corporation, a Delaware corporation (the “Sponsor”), and EHP Midco Holding Company, LLC, a Delaware limited liability company (the “Issuer”). The Company, the Sponsor and the Issuer are referred to collectively as the “Parties” and each individually as a “Party.” Capitalized terms used but not otherwise defined in this Agreement have the meanings ascribed to such terms in the Note Purchase Agreement, dated as of October 27, 2020, by and among the Issuer, which directly owns 100% of the Equity Interests of the Company, the note holders party thereto from time to time, and Wilmington Trust, National Association, as collateral agent for the Secured Parties (as may be further amended, restated, supplemented, amended and restated or otherwise modified from time to time,
EHP MIDCO HOLDING COMPANY, LLC Senior Secured Notes due October 27, 2027 NOTE PURCHASE AGREEMENT Dated October 27, 2020Note Purchase Agreement • November 2nd, 2020 • California Resources Corp • Crude petroleum & natural gas • New York
EXHIBIT 14.3-C ---- Form of U.S. Tax Certificate (For Foreign Participants That Are Not U.S. Persons or Partnerships For U.S. Federal Income Tax Purposes)
WARRANT AGREEMENT Dated as of October 27, 2020 between CALIFORNIA RESOURCES CORPORATION and American Stock Transfer & Trust Company, LLC, as Warrant AgentWarrant Agreement • November 2nd, 2020 • California Resources Corp • Crude petroleum & natural gas • New York
This WARRANT AGREEMENT is dated as of October 27, 2020 (this “Agreement”), among California Resources Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant Agent”). All terms used but not defined in this Agreement shall have the respective meanings assigned to them in the form of Warrant Certificate attached to this Agreement as Exhibit A.
