Exh42GuarantorSupplementalIndentureExecutionVersion






Exhibit 4.2
GUARANTOR SUPPLEMENTAL INDENTURE 



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”).
WITNESSETH
WHEREAS, the Company, the Existing Guarantors and the Trustee are parties to an indenture (the “Indenture”), dated as of October 1, 2014, providing for the issuance of 5% Senior Notes due 2020, 5 1⁄2% Senior Notes due 2021 and 6% Senior Notes due 2024 (collectively, the “Notes”);
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, each New Guarantor wishes to guarantee the Notes pursuant to the Indenture;
WHEREAS, pursuant to the Indenture, the Company, the Existing Guarantors, the New Guarantors 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 

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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 the New Guarantors.
(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.


ISSUER:


CALIFORNIA RESOURCES CORPORATION, a Delaware corporation




By:    /s/ Michael L. Preston    
Name:    Michael L. Preston
		
	Title:
	Executive Vice President, General Counsel and Corporate Secretary






NEW GUARANTOR:


CRC CONSTRUCTION SERVICES, LLC,
a Delaware limited liability company




By:    /s/ Michael L. Preston    
Name:    Michael L. Preston
		
	Title:
	Executive Vice President, General Counsel and Corporate Secretary of California Resources Corporation, its sole member






EXISTING GUARANTORS:


California Heavy Oil, Inc.
California Resources Long Beach, Inc.
California Resources Petroleum Corporation
California Resources Production Corporation
California Resources Tidelands, Inc.
Southern San Joaquin Production, Inc.
Thums Long Beach Company




By:    /s/ Michael L. Preston    
Name:    Michael L. Preston
		
	Title:
	Executive Vice President, General Counsel and Corporate Secretary















California Resources Elk Hills, LLC
CRC Services, LLC
Socal Holdings, LLC




By:    /s/ Michael L. Preston    
Name:    Michael L. Preston
		
	Title:
	Executive Vice President, General Counsel and Corporate Secretary of California Resources Corporation, its sole member






California Resources Wilmington, LLC




By:    /s/ Michael L. Preston    
Name:    Michael L. Preston
		
	Title:
	Executive Vice President, General Counsel and Corporate Secretary of California Resources Tidelands, Inc., its sole member






California Resources Marketing, Inc.




By:    /s/ D. Adam Smith    
Name:    D. Adam Smith
		
	Title:
	Assistant Secretary






WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee




By:    /s/ Michael Tu    
Name: Michael Tu
Title:    Assistant Vice President