California Resources Corporation. No. ___________________ $___________________ California Resources Corporation, a corporation duly organized and existing under the laws of Delaware (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________, or registered assigns, the principal sum of _________________________Dollars on ________________________________ [if the Security is to bear interest prior to Maturity, insert — , and to pay interest thereon from ___________________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________________ and _____________________ in each year, commencing ____________________, at the rate of ______% per annum, until the principal hereof is paid or made available for payment, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ____________ or _____________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Security is not to...
California Resources Corporation. Restructuring Term Sheet This term sheet (this “Term Sheet”) sets forth certain material terms of a proposed restructuring (the “Restructuring”) of California Resources Corporation (“CRC”) and the other Company Parties listed on Annex A hereto (collectively, the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the restructuring support agreement to which this Term Sheet is attached (together with all exhibits and supplements attached thereto, including this Term Sheet, the “RSA”). This Term Sheet does not include a description of all the terms, conditions, and other provisions that are to be contained in the definitive documentation governing the Restructuring, which remain subject to negotiation and completion in accordance with the RSA and applicable bankruptcy law. The documents executed to effectuate the Restructuring will not contain any material terms or conditions that are inconsistent in any material respect with this Term Sheet or the RSA. This Term Sheet is neither an offer to buy or sell any security nor a solicitation of acceptances of a chapter 11 plan within the meaning of Section 1125 of the Bankruptcy Code. Any such offer or solicitation will comply with all applicable securities laws and provisions of the Bankruptcy Code. Nothing contained in this Term Sheet shall be an admission of fact or liability or, until the occurrence of the Plan Effective Date in the RSA, deemed binding on any of the parties hereto. Nothing herein constitutes an agreement, understanding or commitment to effectuate or implement a restructuring on the terms described herein or on any other terms. OVERVIEW Implementation The Restructuring will be accomplished through the Chapter 11 Cases commenced in the Bankruptcy Court to implement the chapter 11 plan of reorganization (the “Plan”) described herein and otherwise consistent with the RSA.The RSA will be executed by (a) the Company, (b) the holders of at least 66.67% of the aggregate principal amount of 2017 Term Loans, (c) the holders of at least 32% of the aggregate principal amount of a combined class of claims including the Stipulated 2017 Deficiency Claim (as defined herein) as well as claims arising under the 2016 Term Loans, the Second Lien Notes and the Unsecured Notes (the claims described in this clause (c), collectively, the “Deficiency/Unsecured Debt Claims”), (d) Ares and (e) Elk Hills Power. Pursuant to the RSA, and subject to the terms and condition...
California Resources Corporation a Delaware corporation (the “Borrower”), has entered into that certain Credit Agreement dated as of September 24, 2014 (such Credit Agreement, as from time to time amended, supplemented, restated, modified, Replaced or refinanced in whole or in part, the “Existing Senior Credit Agreement”), among the Borrower, the Existing Senior Administrative Agent, the Existing Senior Lenders and the other Existing Senior Secured Parties from time to time party thereto, pursuant to which the Existing Senior Lenders and the other Existing Senior Secured Parties have agreed to advance funds and extend credit to the Borrower.
California Resources Corporation. Fifth Amendment
California Resources Corporation. Fifth Amendment bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the Guaranteed Transaction Documents and the waivers set forth herein are knowingly made in contemplation of such benefits. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties, and their respective successors, indorses, transferees and assigns, until the Termination Date, notwithstanding that from time to time any Guaranteed Transaction Documents may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 14.17 of the Credit Agreement.
California Resources Corporation. Fifth Amendment Upon the making of any such appointment and designation, this Deed of Trust shall vest in the successor all the estate and title in and to all of the Deed of Trust Property and the successor shall thereupon succeed to all of the rights, powers, privileges, immunities and duties hereby conferred upon the Trustee named herein, and one such appointment and designation shall not exhaust the right to appoint and designate an additional successor but such right may be exercised repeatedly until the Secured Obligations are paid in full and satisfied. To facilitate the administration of the duties hereunder, the Mortgagee may appoint multiple trustees to serve in such capacity or in such jurisdictions as the Mortgagee may designate.
California Resources Corporation. Fifth Amendment The terms set forth in this Assignment are hereby agreed to: ASSIGNOR: [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [NAME OF ASSIGNEE] By: Name: Title: Signature Page CALIFORNIA RESOURCES CORPORATION - Fifth Amendment Acknowledged: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Administrative Agent and Collateral Agent By: Name: Title: Signature Page CALIFORNIA RESOURCES CORPORATION - Fifth Amendment Consented to: CALIFORNIA RESOURCES CORPORATION By: Name: Title: Signature Page CALIFORNIA RESOURCES CORPORATION - Fifth Amendment Annex 1-1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ACCEPTANCE AGREEMENT
California Resources Corporation. Fifth Amendment All payments in respect of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of this Promissory Note, as described more fully in Section 2.6 of the Credit Agreement, and such Person shall be treated as the Lender hereunder for all purposes of the Credit Agreement. Signature Page CALIFORNIA RESOURCES CORPORATION - Fifth Amendment THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. CALIFORNIA RESOURCES CORPORATION By: Name: Title: Signature Page CALIFORNIA RESOURCES CORPORATION - Fifth Amendment EXHIBIT I FORM OF FIRST LIEN INTERCREDITOR AGREEMENT PARI PASSU INTERCREDITOR AGREEMENT dated as of [_________] between JPMORGAN CHASE BANK, N.A., as First-Out Agent and The Bank of New York Mellon Trust Company, N.A., as Second-Out Agent THIS IS THE PARI PASSU INTERCREDITOR AGREEMENT REFERRED TO IN (A) THE CREDIT AGREEMENT DATED AS OF [______________], AMONG CALIFORNIA RESOURCES CORPORATION, CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY THERETO AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND (B) THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 24, 2014, AMONG CALIFORNIA RESOURCES CORPORATION, CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT. Signature Page CALIFORNIA RESOURCES CORPORATION - Fifth Amendment Table of Contents Page ARTICLE I DEFINITIONS 2 Section 1.01 Construction; Certain Defined Terms 2 ARTICLE II PARI PASSU LIENS 13 Section 2.01 Lien Priorities 13 Section 2.02 Prohibition on Marshalling, Etc. 13 Section 2.03 No New Liens 14 Section 2.04 Similar Collateral and Agreements 14 Section 2.05 No Duties of First-Out Agent 14 ARTICLE III ENFORCEMENT RIGHTS; PURCHASE OPTIONS 15 Section 3.01 Limitation on Enforcement Action; Prohibition on Contesting Liens 15 Section 3.02 Standstill Period; Permitted Enforcement Action 16 Section 3.03 Insurance 17 Section 3.04 Notification of Release of Collateral 18 Section 3.05 No Interference; Payment Over 18 Section 3.06 Purchase Option 20 ARTICLE IV OTHER AGREEMENTS 22 Section 4.01 Release of Liens 22 Section 4.02 Certain Agreements With Respect to Insolvency or Liquidation Proceedings 23 Section 4.03 Reinstatement 28 Section 4.04 Refinancings; Additional Second-Out Debt. 28 Section 4.05 Amendments to Priority Debt Documents 30 Section 4.06 Leg...
