Exhibit 4.3
SUPPLEMENTAL INDENTURE
SECOND
SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of August 22, 2024, by and among California Resources Corporation, a Delaware corporation (the “Issuer”), each of the parties identified
on Annex A hereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
WITNESSETH:
WHEREAS, the
Issuer, the Guarantors, and the Trustee are party to an indenture, dated as of June 5, 2024 (as supplemented by that certain supplemental indenture, dated as of July 1, 2024, the “Base Indenture” and, the Base Indenture as
supplemented by this Second Supplemental Indenture, the “Indenture”), providing for the issuance by the Issuer of its 8.250% Senior Notes due 2029;
WHEREAS, pursuant to and on the date of the Base Indenture, the Issuer initially issued $600,000,000 aggregate principal amount of its 8.250%
Senior Notes due 2029 (the “Existing Notes”);
WHEREAS, Section 2.13 of the Base Indenture provides that, without
the consent of any Holder of the Notes, the Issuer may amend the Base Indenture to facilitate the issuance of Additional Notes (as defined in the Base Indenture) under the Base Indenture;
WHEREAS, the Issuer wishes to issue an additional $300,000,000 aggregate principal amount of its 8.250% Senior Notes due 2029 as Additional
Notes (the “New Notes”);
WHEREAS, Section 9.01(g) of the Base Indenture provides that, without the consent of any
Holder of the Notes, the Issuer, the Guarantors and the Trustee may amend or supplement the Base Indenture to provide for the issuance of Additional Notes in accordance with the limitations set forth the Base Indenture;
WHEREAS, Section 9.01(d) of the Base Indenture provides that, without the consent of any Holder of the Notes, the Issuer, the Guarantors
and the Trustee may amend or supplement the Base Indenture to make any change that does not adversely affect the legal rights under the Indenture of any Holder of the Notes;
WHEREAS, the Issuer and the Guarantors are authorized to execute and deliver this Second Supplemental Indenture;
WHEREAS, the Issuer has requested that the Trustee execute and deliver this Second Supplemental Indenture; and
WHEREAS, all conditions and requirements necessary to the execution and delivery of this Second Supplemental Indenture have been done and
performed, and the execution and delivery hereof has been in all respects authorized.
NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged the Issuer, the Guarantors and the Trustee mutually covenant and agree as follows:
1. Defined Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Base Indenture. The
words “herein,” “hereof” and “hereby” and other words of similar import used in this Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof.
