Exhibit





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 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 “Base Indenture”), dated as of October 1, 2014, providing for the issuance of 5% Senior Notes due 2020, 51⁄2% 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/ Michael L. Preston

	 
	 
	Name:  Michael L. Preston

	 
	 
	Title: Executive Vice President, General Counsel and Corporate Secretary

	 
	 

	 
	NEW GUARANTORS

	 
	 

	 
	California Resources Coles Levee, L.P.

	 
	 

	 
	By:
	/s/ Michael L. Preston

	 
	 
	Name:  Michael L. Preston

	 
	 
	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/ Michael L. Preston

	 
	 
	Name:  Michael L. Preston

	 
	 
	Title: Executive Vice President, General Counsel and Corporate Secretary

	 
	 

	 
	California Resources Wilmington, LLC

	 
	 

	 
	By:
	/s/ Michael L. Preston

	 
	 
	Name:  Michael L. Preston

	 
	 
	Title: Vice President, General Counsel and Corporate Secretary of California Resources Tidelands, Inc., its Sole Member

	 
	 
	 

	 
	 
	 

	 
	Wilmington Trust, National Association, as Trustee

	 
	 

	 
	By:
	/s/ Hallie E. Field

	 
	 
	Name: Hallie E. 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 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 Construction Services, LLC

	 
	CRC Services, LLC

	 
	Socal Holding, 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 Long Beach, Inc.

	 
	California Resources Tidelands, Inc.

	 
	 
	 

	 
	By:
	/s/ Michael L. Preston

	 
	 
	Name:  Michael L. Preston

	 
	 
	Title: Executive Vice President, General Counsel and Corporate Secretary

	 
	 

	 
	California Resources Wilmington, LLC

	 
	 

	 
	By:
	/s/ Michael L. Preston

	 
	 
	Name:  Michael L. Preston

	 
	 
	Title: Vice President, General Counsel and Corporate Secretary of California Resources Tidelands, Inc., its Sole Member

	 
	 
	 

	 
	CRC Marketing, Inc.

	 
	 

	 
	By:
	/s/ D. Adam Smith

	 
	 
	Name:  D. Adam Smith

	 
	 
	Title: Assistant Secretary










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	Elk Hills Power, LLC

	 
	 

	 
	By:
	/s/ Michael L. Preston

	 
	 
	Name:  Michael L. Preston

	 
	 
	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/ Michael L. Preston

	 
	 
	Name:  Michael L. Preston

	 
	 
	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/ Hallie E. Field

	 
	 
	Name: Hallie E. 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 Joaquin Production, Inc.

	Thums Long Beach Company

	Tidelands Oil Production Company














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