First-Out Agent and First-Out Authorized Representative,
By:
Name:
Title:
[________], as the Second-Out Agent
and Second-Out Authorized Representative,
By:
Name:
Title:
THE OTHER GRANTORS
LISTED ON SCHEDULE I HERETO
By:
Name:
Title:
Signature Page
CALIFORNIA RESOURCES CORPORATION - Fifth Amendment
EXHIBIT B
to Pari Passu Intercreditor Agreement
SECURITY DOCUMENTS
PART A.
List of First-Out Security Documents
1.
[_____]
PART B.
List of Original Second-Out Security Documents
1.
[_____]
Signature Page
CALIFORNIA RESOURCES CORPORATION - Fifth Amendment
EXHIBIT K
FORM OF ESCROW AGREEMENT
-
11
ESCROW AGREEMENT
among
CALIFORNIA RESOURCES CORPORATION, as Borrower
and
THE BANK OF NEW YORK MELLON, as Escrow Agent
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Administrative Agent and Collateral Agent
dated as of August 12, 2016
ESCROW ACCOUNT NUMBER
9789218400
TITLE OF ACCOUNT
BNY Mellon Esc AC for Cal Res Corp
ESCROW AGREEMENT dated as of August 12, 2016 (the "Agreement"), by and among THE
BANK OF NEW YORK MELLON, a New York banking corporation, as escrow agent and as
"Bank" (as defined in the New York Uniform Commercial Code (the "UCC")) (in such
capacities, the "Escrow Agent"), THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., as Administrative Agent (in such capacity, the "Administrative Agent") and
Collateral Agent (in such capacity, the "Collateral Agent") under the Underlying
Agreement described below and CALIFORNIA RESOURCES CORPORATION, a Delaware
corporation (the "Borrower"). Capitalized terms used but not defined herein
shall have the meanings given in the Underlying Agreement (defined below).
PRELIMINARY STATEMENTS:
WHEREAS, references have been made to that certain Credit Agreement dated as of
August 12, 2016 (as amended, supplemented or otherwise modified from time to
time, the "Underlying Agreement"), by and among the Borrower, the several
lenders from time to time parties thereto (each, a "Lender" and, collectively,
the "Lenders"), Goldman Sachs Bank USA ("Goldman"), as lead arranger and
bookrunner, and the Administrative Agent and Collateral Agent, pursuant to which
the Lenders shall extend credit to the Borrower;
Signature Page
CALIFORNIA RESOURCES CORPORATION - Fifth Amendment
WHEREAS, the Underlying Agreement contemplates that the Borrower and Goldman
will cause the Escrow Amount (as defined below) to be deposited into escrow;
WHEREAS, the Borrower wishes to grant to the Collateral Agent for the ratable
benefit of all of the Lenders a security interest in the Escrow Account and the
Escrow Property (in each case, as defined below);
WHEREAS, a copy of the Underlying Agreement has been delivered to the Escrow
Agent;
WHEREAS, the Escrow Agent is willing to act as the Escrow Agent hereunder, and
to establish a non-interest-bearing account no. 9789218400, title: BNY Mellon
Esc for Cal Res Corp (the "Escrow Account") to hold the Escrow Amount;
NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements
contained herein, and intending to be legally bound hereby, the Borrower hereby
appoints the Escrow Agent to act as, and the Escrow Agent hereby agrees to act
as, escrow agent hereunder and to hold and distribute Escrow Property in
accordance with