Officers’ Certificate – Occidental Petroleum Corp.
OCCIDENTAL PETROLEUM CORPORATION
Officers’ Certificate
Pursuant to Section 201 and Section 301 of the Indenture, dated as of August
18, 2011 (the “Indenture“), between Occidental Petroleum
Corporation, a Delaware corporation (the “Company“), and The
Bank of New York Mellon Trust Company, N.A., as trustee (the
“Trustee“), the terms of the following two series of Securities
to be issued pursuant to the Indenture are as follows:
1. Authorization. The establishment of two new series of
Securities of the Company has been approved and authorized in accordance with
the provisions of the Indenture pursuant to resolutions adopted by the Board of
Directors of the Company on July 15, 2010.
2. Compliance with Covenants and Conditions Precedent. All
covenants and conditions precedent provided for in the Indenture relating to the
establishment of such series of Securities have been complied with.
3. Terms. The terms of the series of Securities established
pursuant to this Officers’ Certificate shall be as follows:
(i) Title. The titles of the series of Securities are as
follows:
(1) the “1.750% Senior Notes due 2017” (the “2017 Notes“);
and
(2) the “3.125% Senior Notes due 2022” (the “2022 Notes”
and, together with the 2017 Notes, the “Notes“).
(ii) Initial Aggregate Principal Amount. The initial
aggregate principal amount of Notes of each series which may be authenticated
and delivered pursuant to the Indenture (except for Notes of such series
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Notes of such series pursuant to Sections 304, 305,
306, 906 and 1107 of the Indenture) is as follows:
(1) in the case of the 2017 Notes, $1,250,000,000; and
(2) in the case of the 2022 Notes, $900,000,000.
(iii) Registered Securities in Book-Entry Form. The Notes of
each series shall be issued in the form of Registered Securities without
coupons. The Notes of each series will be issued in book-entry form
(“Book-Entry Notes“) and represented by one or more definitive
global Notes (the “Global Notes“). The initial Depositary with
respect to the Global Notes will be The Depository Trust Company. Book-Entry
Notes of any series will not be exchangeable for Notes of such series in
definitive form (“Definitive Notes“) except as provided in
Section 305 of the Indenture.
(iv) Persons to Whom Interest Payable. Interest payable on
any Interest Payment Date (as defined below) with respect to a Note of any
series will be paid to the Person in whose name such Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for the Notes of such series (whether or not a Business Day) with
respect to such Interest Payment Date.
(v) Stated Maturity. The principal amount of the Notes of
each series will be payable on the respective dates set forth below, subject to
earlier redemption as set forth in paragraph (viii) below:
(1) in the case of the 2017 Notes, February 15, 2017; and
(2) in the case of the 2022 Notes, February 15, 2022.
(vi) Rate of Interest; Interest Payment Dates; Regular Record Dates;
Accrual of Interest.
(1) The 2017 Notes will bear interest at the rate of 1.750% per annum.
Interest on the 2017 Notes will be payable semi-annually in arrears on February
15 and August 15 of each year (each, a “2017 Interest Payment
Date“), commencing on February 15, 2012. The Regular Record Date for
the 2017 Notes shall be the February 1 or August 1 (whether or not a Business
Day), as the case may be, immediately preceding such 2017 Interest Payment Date.
(2) The 2022 Notes will bear interest at the rate of 3.125% per annum.
Interest on the 2022 Notes will be payable semi-annually in arrears on February
15 and August 15 of each year (each, a “2022 Interest Payment
Date” and, together with each 2017 Interest Payment Date, an
“Interest Payment Date“), commencing on February 15, 2012. The
Regular Record Date for the 2022 Notes shall be the February 1 or August 1
(whether or not a Business Day), as the case may be, immediately preceding such
2022 Interest Payment Date.
The Notes of each series will bear interest from August 18, 2011 or from the
most recent Interest Payment Date to or for which interest has been paid or duly
provided until the principal thereof is paid or made available for payment.
Interest payments on the Notes of each series shall be the amount of interest
accrued from and including the most recent Interest Payment Date for such series
for which interest has been paid or duly provided (or from and including August
18, 2011 if no interest has been paid or duly provided with respect to the Notes
of such series), to but excluding the next succeeding Interest Payment Date for
such series (or other day on which such payment of interest on the Notes of such
series is due). Interest on the Notes of each series will be calculated on the
basis of a 360-day year comprised of twelve 30-day months.
(vii) Place of Payment; Registration of Transfer and Exchange;
Notices to Company. Payment of the principal of and interest on the
Notes of each series will be made at the Corporate Trust Office of the Trustee
in the Borough of Manhattan, The City of New York, or at the office or agency of
the Trustee maintained
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for that purpose in the Borough of Manhattan, The City of New York, or at any
other office or agency designated by the Company for such purpose;
provided that, at the option of the Company, payment of interest due on
any Interest Payment Date may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register or
by wire transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15 days
prior to the applicable Interest Payment Date. The Notes of each series may be
presented for exchange and registration of transfer at the Corporate Trust
Office of the Trustee in the Borough of Manhattan, The City of New York, or at
the office or agency of the Trustee maintained for that purpose in the Borough
of Manhattan, The City of New York or at the office of any transfer agent
hereafter designated by the Company for such purpose. Notices and demands to or
upon the Company in respect of the Notes of any series and the Indenture may be
mailed by regular mail, sent by overnight courier, delivered, e-mailed or faxed
to Occidental Petroleum Corporation, 10889 Wilshire Boulevard, Los Angeles,
California 90024, Attention: Treasurer, Fax No.: 310-443-6661, e-mail:
Notice_to_Treasurer@Oxy.com with a copy to the General Counsel, Fax No.:
310-443-6195, e-mail: Notice_to_GC@Oxy.com and the Chief Financial Officer, Fax
No. 310-443-6686, e-mail: Notice_to_CFO@oxy.com, or, in each case, at any other
address, fax number or e-mail address previously furnished by the Company by
notice to the Trustee for itself and for the benefit of the Holders.
(viii) Redemption. The Notes of each series are not entitled
to any mandatory redemption or sinking fund payments. However, the Notes of each
series are redeemable, in whole at any time or in part from time to time, at the
option of the Company on the terms and subject to the conditions set forth in
the form of certificate evidencing the Notes of such series attached hereto as
Exhibit A, in the case of the 2017 Notes, and Exhibit B, in the
case of the 2022 Notes, and in the Indenture.
(ix) Denominations. The Notes of each series are issuable in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.
(x) Security Register; Paying Agent. The Security Register
for the Notes of each series will be initially maintained at the Corporate Trust
Office of the Trustee in the Borough of Manhattan, The City of New York or at
the office of any transfer agent hereafter designated by the Company for such
purpose. The Company hereby appoints the Trustee as the initial Securities
Registrar, transfer agent and Paying Agent.
(xi) Further Issues. The Company may, from time to time,
without notice to or the consent of the Holders of the Notes of any series,
reopen the Notes of such series and issue additional Notes of such series.
(xii) Form. The certificates evidencing the Notes of each
series will be in substantially the form set forth in Exhibit A, in the
case of the 2017 Notes, and Exhibit B, in the case of the 2022 Notes,
each attached hereto; provided, that if Definitive Notes of any series
are issued in exchange for interests in Global Notes of such series, then the
legend appearing on the first page and the “Schedule of Exchanges of Interests
in the
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Global Note” appearing on the last page of the certificate evidencing the
Notes of such series attached hereto as Exhibit A, in the case of the
2017 Notes, and Exhibit B, in the case of the 2022 Notes, shall be
removed from the Definitive Notes of such series. The Notes of each series shall
have such other terms and provisions as are set forth in the form of certificate
evidencing the Notes of such series attached hereto as Exhibit A, in the
case of the 2017 Notes, and Exhibit B, in the case of the 2022 Notes, all
of which terms and provisions are incorporated by reference in and made a part
of this Officers’ Certificate as if set forth in full herein.
Terms (whether or not capitalized) that are defined in the Indenture and not
otherwise defined herein have the meanings specified in the Indenture.
Each of the undersigned, for himself or herself, states, as an officer of the
Company, not in his or her individual capacity, that he or she has read and is
familiar with the provisions of Article Two of the Indenture relating to
the establishment of the form of certificate representing a series of Securities
thereunder and Article Three of the Indenture relating to the
establishment of a series of Securities thereunder and, in each case, the
definitions therein relating thereto; that the statements made in this
certificate are based upon an examination of the Notes of each series, upon an
examination of and familiarity with Articles Two and Three of the
Indenture and such definitions, upon his or her general knowledge of and
familiarity with the affairs of the Company and its acts and proceedings and
upon the performance of his or her duties as an officer of the Company; that, in
his or her opinion, he or she has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not the
covenants and conditions referred to above have been complied with; and that in
his or her opinion, with respect to the foregoing, the covenants and conditions
provided for in the Indenture relating to the establishment of the Notes of each
series as a series of Securities under the Indenture have been complied with.
[signature page follows]
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IN WITNESS WHEREOF, the undersigned have hereunto signed this certificate on
behalf of the Company as of this 18th day of August, 2011.
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OCCIDENTAL PETROLEUM CORPORATION |
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By: |
/s/ Robert J. Williams Name: Robert J. Williams, Jr. |
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By: |
/s/ Linda S. Peterson Name: Linda S. Peterson |
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