Exhibit



EXHIBIT 4.2





THIRD GUARANTOR SUPPLEMENTAL INDENTURE


THIRD GUARANTOR SUPPLEMENTAL INDENTURE (this “Guarantor Supplemental Indenture”), dated as of June 29, 2018, among California Resources Corporation (the “Company”), the Company’s Subsidiary listed on Schedule A hereto (the “ New Guarantor”), the Company’s Subsidiaries listed on Schedule B hereto (collectively the “Existing Guarantors”) and Wilmington Trust, 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 (as amended or otherwise modified prior to the date hereof, the “Indenture”), dated as of October 1, 2014, providing for the issuance of 5% / 51⁄2% / 6% Senior Notes due 2020 / 2021 / 2024 (the “Notes”), as amended by the First Supplemental Indenture dated as of March 5, 2015 and the Second Supplemental Indenture dated as of April 29, 2016;
WHEREAS, Section 9.01 of the 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, the New Guarantor wishes to guarantee the Notes pursuant to the Indenture;
WHEREAS, pursuant to the Indenture, the Company, the Existing Guarantors, the New Guarantor and the Trustee have agreed to enter into this Third Guarantor Supplemental Indenture for the purposes stated herein; and
WHEREAS, all things necessary have been done to make this Third 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 the 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, the 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. The 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 the 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 THIRD 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 Third 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 Third 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 the New Guarantor.










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.
	
				
	 
	CALIFORNIA RESOURCES CORPORATION, a Delaware corporation
	 

	 
	 
	 

	 
	By:
	/s/ Marshall D. Smith
	 

	 
	Name:
	Marshall D. Smith
	 

	 
	Title:


	Senior Executive Vice President and Chief Financial Officer
	 

	 
	 
	 
















	
				
	 
	CALIFORNIA RESOURCES REAL ESTATE VENTURES, LLC
	 

	 
	 
	 

	 
	By:
	/s/ Marshall D. Smith
	 

	 
	Name:
	Marshall D. Smith
	 

	 
	Title:


	Senior Executive Vice President and Chief Financial Officer of California Resources Corporation, its Sole Member
	 













	
				
	 
	CALIFORNIA HEAVY OIL, INC.
CALIFORNIA RESOURCES ELK HILLS, LLC 
CALIFORNIA RESOURCES PETROLEUM CORPORATION 
CALIFORNIA RESOURCES PRODUCTION CORPORATION 
CRC SERVICES, LLC 
SOCAL HOLDING, LLC
SOUTHERN SAN JOAQUIN PRODUCTION, INC.
	 

	 
	 
	 

	 
	By:
	/s/ Marshall D. Smith
	 

	 
	Name:
	Marshall D. Smith
	 

	 
	Title:


	Senior Executive Vice President and Chief Financial Officer of California Resources Corporation, its Sole Member
	 






	
				
	 
	CALIFORNIA RESOURCES COLES LEVEE, LLC
	 

	 
	 
	 

	 
	By:
	/s/ Marshall D. Smith
	 

	 
	Name:
	Marshall D. Smith
	 

	 
	Title:


	Senior Executive Vice President and Chief Financial Officer
	 






	
				
	 
	CALIFORNIA RESOURCES COLES LEVEE, L.P.
	 

	 
	 
	 

	 
	By:
	/s/ Marshall D. Smith
	 

	 
	Name:
	Marshall D. Smith
	 

	 
	Title:


	Senior Executive Vice President and Chief Financial Officer of California Resources Coles Levee, LLC, its General Partner
	 



































	
				
	 
	CALIFORNIA RESOURCES WILMINGTON, LLC
	 

	 
	 
	 

	 
	By:
	/s/ Marshall D. Smith
	 

	 
	Name:
	Marshall D. Smith
	 

	 
	Title:


	Senior Executive Vice President and Chief Financial Officer of California Resources Tidelands, Inc., its Sole Member
	 






	
				
	 
	TIDELANDS OIL PRODUCTION COMPANY
	 

	 
	 
	 

	 
	By:
	/s/ Marshall D. Smith
	 

	 
	Name:
	Marshall D. Smith
	 

	 
	Title:


	Senior Executive Vice President and Chief Financial Officer of California Resources Tidelands, Inc., its Managing Partner
	 






	
				
	 
	CALIFORNIA RESOURCES LONG BEACH, INC.
CALIFORNIA RESOURCES TIDELANDS, INC. 
	 

	 
	 
	 

	 
	By:
	/s/ Marshall D. Smith
	 

	 
	Name:
	Marshall D. Smith
	 

	 
	Title:


	Senior Executive Vice President and Chief Financial Officer 
	 
















	
				
	 
	CRC CONSTRUCTION SERVICES, LLC
	 

	 
	 
	 

	 
	By:
	/s/ Marshall D. Smith
	 

	 
	Name:
	Marshall D. Smith
	 

	 
	Title:


	Senior Executive Vice President and Chief Financial Officer of California Resources Corporation, its Sole Member
	 






	
				
	 
	THUMS LONG BEACH COMPANY
	 

	 
	 
	 

	 
	By:
	/s/ Marshall D. Smith
	 

	 
	Name:
	Marshall D. Smith
	 

	 
	Title:


	Senior Executive Vice President and Chief Financial Officer
	 





































































	
				
	 
	CRC MARKETING, INC. 
	 

	 
	 
	 

	 
	By:
	/s/ Danial Adam Smith
	 

	 
	Name:
	Danial Adam Smith
	 

	 
	Title:
	Assistant Secretary
	 














	
				
	 
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 

	 
	 
	 

	 
	By:
	/s/ Hallie E. Field
	 

	 
	Name:
	Hallie E. Field
	 

	 
	Title:
	Assistant Vice President
	 














Schedule A


	
				
	 
	Name
	Jurisdiction of Organization
	 

	 
	California Resources Real Estate Ventures, LLC
	Delaware
	 
















Schedule B


	
				
	 
	Name
	Jurisdiction of Organization
	 

	 
	California Heavy Oil, Inc.
	Delaware
	 

	 
	California Resources Coles Levee, LLC
	Delaware
	 

	 
	California Resources Coles Levee, L.P.
	Delaware
	 

	 
	California Resources Elk Hills, LLC
	Delaware
	 

	 
	California Resources Long Beach, Inc.
	Delaware
	 

	 
	California Resources Petroleum Corporation
	Delaware
	 

	 
	California Resources Production Corporation
	Delaware
	 

	 
	California Resources Tidelands, Inc.
	Delaware
	 

	 
	California Resources Wilmington, LLC
	Delaware
	 

	 
	CRC Construction Services, LLC
	Delaware
	 

	 
	CRC Marketing, Inc.
	Delaware
	 

	 
	CRC Services, LLC
	Delaware
	 

	 
	Socal Holding, LLC
	Delaware
	 

	 
	Southern San Joaquin Production, Inc.
	Delaware
	 

	 
	Thums Long Beach Company
	Delaware
	 

	 
	Tidelands Oil Production Company
	Texas