{"id":40847,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/officers-certificate-occidental-petroleum-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"officers-certificate-occidental-petroleum-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/officers-certificate-occidental-petroleum-corp.html","title":{"rendered":"Officers’ Certificate – Occidental Petroleum Corp."},"content":{"rendered":"

OCCIDENTAL PETROLEUM CORPORATION <\/strong><\/p>\n

Officers’ Certificate <\/strong><\/p>\n

\n

Pursuant to Section 201 and Section 301 of the Indenture, dated as of August
\n18, 2011 (the “Indenture<\/strong>“), between Occidental Petroleum
\nCorporation, a Delaware corporation (the “Company<\/strong>“), and The
\nBank of New York Mellon Trust Company, N.A., as trustee (the
\n“Trustee<\/strong>“), the terms of the following two series of Securities
\nto be issued pursuant to the Indenture are as follows:<\/p>\n<\/p>\n

1. Authorization<\/strong>. The establishment of two new series of
\nSecurities of the Company has been approved and authorized in accordance with
\nthe provisions of the Indenture pursuant to resolutions adopted by the Board of
\nDirectors of the Company on July 15, 2010.<\/p>\n<\/p>\n

2. Compliance with Covenants and Conditions Precedent<\/strong>. All
\ncovenants and conditions precedent provided for in the Indenture relating to the
\nestablishment of such series of Securities have been complied with.<\/p>\n<\/p>\n

3. Terms<\/strong>. The terms of the series of Securities established
\npursuant to this Officers’ Certificate shall be as follows:<\/p>\n<\/p>\n

(i) Title<\/strong>. The titles of the series of Securities are as
\nfollows:<\/p>\n<\/p>\n

(1) the “1.750% Senior Notes due 2017” (the “2017 Notes<\/strong>“);
\nand<\/p>\n<\/p>\n

(2) the “3.125% Senior Notes due 2022” (the “2022 Notes<\/strong>”
\nand, together with the 2017 Notes, the “Notes<\/strong>“).<\/p>\n<\/p>\n

(ii) Initial Aggregate Principal Amount<\/strong>. The initial
\naggregate principal amount of Notes of each series which may be authenticated
\nand delivered pursuant to the Indenture (except for Notes of such series
\nauthenticated and delivered upon registration of transfer of, or in exchange
\nfor, or in lieu of, other Notes of such series pursuant to Sections 304, 305,
\n306, 906 and 1107 of the Indenture) is as follows:<\/p>\n<\/p>\n

(1) in the case of the 2017 Notes, $1,250,000,000; and<\/p>\n<\/p>\n

(2) in the case of the 2022 Notes, $900,000,000.<\/p>\n<\/p>\n

(iii) Registered Securities in Book-Entry Form<\/strong>. The Notes of
\neach series shall be issued in the form of Registered Securities without
\ncoupons. The Notes of each series will be issued in book-entry form
\n(“Book-Entry Notes<\/strong>“) and represented by one or more definitive
\nglobal Notes (the “Global Notes<\/strong>“). The initial Depositary with
\nrespect to the Global Notes will be The Depository Trust Company. Book-Entry
\nNotes of any series will not be exchangeable for Notes of such series in
\ndefinitive form (“Definitive Notes<\/strong>“) except as provided in
\nSection 305 of the Indenture.<\/p>\n<\/p>\n

\n

(iv) Persons to Whom Interest Payable<\/strong>. Interest payable on
\nany Interest Payment Date (as defined below) with respect to a Note of any
\nseries will be paid to the Person in whose name such Note (or one or more
\nPredecessor Securities) is registered at the close of business on the Regular
\nRecord Date for the Notes of such series (whether or not a Business Day) with
\nrespect to such Interest Payment Date.<\/p>\n<\/p>\n

(v) Stated Maturity<\/strong>. The principal amount of the Notes of
\neach series will be payable on the respective dates set forth below, subject to
\nearlier redemption as set forth in paragraph (viii) below:<\/p>\n<\/p>\n

(1) in the case of the 2017 Notes, February 15, 2017; and<\/p>\n<\/p>\n

(2) in the case of the 2022 Notes, February 15, 2022.<\/p>\n<\/p>\n

(vi) Rate of Interest; Interest Payment Dates; Regular Record Dates;
\nAccrual of Interest<\/strong>.<\/p>\n<\/p>\n

(1) The 2017 Notes will bear interest at the rate of 1.750% per annum.
\nInterest on the 2017 Notes will be payable semi-annually in arrears on February
\n15 and August 15 of each year (each, a “2017 Interest Payment
\nDate<\/strong>“), commencing on February 15, 2012. The Regular Record Date for
\nthe 2017 Notes shall be the February 1 or August 1 (whether or not a Business
\nDay), as the case may be, immediately preceding such 2017 Interest Payment Date.\n<\/p>\n<\/p>\n

(2) The 2022 Notes will bear interest at the rate of 3.125% per annum.
\nInterest on the 2022 Notes will be payable semi-annually in arrears on February
\n15 and August 15 of each year (each, a “2022 Interest Payment
\nDate<\/strong>” and, together with each 2017 Interest Payment Date, an
\n“Interest Payment Date<\/strong>“), commencing on February 15, 2012. The
\nRegular Record Date for the 2022 Notes shall be the February 1 or August 1
\n(whether or not a Business Day), as the case may be, immediately preceding such
\n2022 Interest Payment Date.<\/p>\n<\/p>\n

The Notes of each series will bear interest from August 18, 2011 or from the
\nmost recent Interest Payment Date to or for which interest has been paid or duly
\nprovided until the principal thereof is paid or made available for payment.
\nInterest payments on the Notes of each series shall be the amount of interest
\naccrued from and including the most recent Interest Payment Date for such series
\nfor which interest has been paid or duly provided (or from and including August
\n18, 2011 if no interest has been paid or duly provided with respect to the Notes
\nof such series), to but excluding the next succeeding Interest Payment Date for
\nsuch series (or other day on which such payment of interest on the Notes of such
\nseries is due). Interest on the Notes of each series will be calculated on the
\nbasis of a 360-day year comprised of twelve 30-day months.<\/p>\n<\/p>\n

(vii) Place of Payment; Registration of Transfer and Exchange;
\nNotices to Company<\/strong>. Payment of the principal of and interest on the
\nNotes of each series will be made at the Corporate Trust Office of the Trustee
\nin the Borough of Manhattan, The City of New York, or at the office or agency of
\nthe Trustee maintained<\/p>\n<\/p>\n

2<\/p>\n

\n

\n

for that purpose in the Borough of Manhattan, The City of New York, or at any
\nother office or agency designated by the Company for such purpose;
\nprovided<\/em> that, at the option of the Company, payment of interest due on
\nany Interest Payment Date may be made by check mailed to the address of the
\nPerson entitled thereto as such address shall appear in the Security Register or
\nby wire transfer of immediately available funds if appropriate wire transfer
\ninstructions have been received in writing by the Trustee not less than 15 days
\nprior to the applicable Interest Payment Date. The Notes of each series may be
\npresented for exchange and registration of transfer at the Corporate Trust
\nOffice of the Trustee in the Borough of Manhattan, The City of New York, or at
\nthe office or agency of the Trustee maintained for that purpose in the Borough
\nof Manhattan, The City of New York or at the office of any transfer agent
\nhereafter designated by the Company for such purpose. Notices and demands to or
\nupon the Company in respect of the Notes of any series and the Indenture may be
\nmailed by regular mail, sent by overnight courier, delivered, e-mailed or faxed
\nto Occidental Petroleum Corporation, 10889 Wilshire Boulevard, Los Angeles,
\nCalifornia 90024, Attention: Treasurer, Fax No.: 310-443-6661, e-mail:
\nNotice_to_Treasurer@Oxy.com with a copy to the General Counsel, Fax No.:
\n310-443-6195, e-mail: Notice_to_GC@Oxy.com and the Chief Financial Officer, Fax
\nNo. 310-443-6686, e-mail: Notice_to_CFO@oxy.com, or, in each case, at any other
\naddress, fax number or e-mail address previously furnished by the Company by
\nnotice to the Trustee for itself and for the benefit of the Holders.<\/p>\n<\/p>\n

(viii) Redemption<\/strong>. The Notes of each series are not entitled
\nto any mandatory redemption or sinking fund payments. However, the Notes of each
\nseries are redeemable, in whole at any time or in part from time to time, at the
\noption of the Company on the terms and subject to the conditions set forth in
\nthe form of certificate evidencing the Notes of such series attached hereto as
\nExhibit A<\/u>, in the case of the 2017 Notes, and Exhibit B<\/u>, in the
\ncase of the 2022 Notes, and in the Indenture.<\/p>\n<\/p>\n

(ix) Denominations<\/strong>. The Notes of each series are issuable in
\ndenominations of $2,000 and integral multiples of $1,000 in excess thereof.<\/p>\n<\/p>\n

(x) Security Register; Paying Agent<\/strong>. The Security Register
\nfor the Notes of each series will be initially maintained at the Corporate Trust
\nOffice of the Trustee in the Borough of Manhattan, The City of New York or at
\nthe office of any transfer agent hereafter designated by the Company for such
\npurpose. The Company hereby appoints the Trustee as the initial Securities
\nRegistrar, transfer agent and Paying Agent.<\/p>\n<\/p>\n

(xi) Further Issues<\/strong>. The Company may, from time to time,
\nwithout notice to or the consent of the Holders of the Notes of any series,
\nreopen the Notes of such series and issue additional Notes of such series.<\/p>\n<\/p>\n

(xii) Form<\/strong>. The certificates evidencing the Notes of each
\nseries will be in substantially the form set forth in Exhibit A<\/u>, in the
\ncase of the 2017 Notes, and Exhibit B<\/u>, in the case of the 2022 Notes,
\neach attached hereto; provided,<\/em> that if Definitive Notes of any series
\nare issued in exchange for interests in Global Notes of such series, then the
\nlegend appearing on the first page and the “Schedule of Exchanges of Interests
\nin the<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

Global Note” appearing on the last page of the certificate evidencing the
\nNotes of such series attached hereto as Exhibit A<\/u>, in the case of the
\n2017 Notes, and Exhibit B<\/u>, in the case of the 2022 Notes, shall be
\nremoved from the Definitive Notes of such series. The Notes of each series shall
\nhave such other terms and provisions as are set forth in the form of certificate
\nevidencing the Notes of such series attached hereto as Exhibit A<\/u>, in the
\ncase of the 2017 Notes, and Exhibit B<\/u>, in the case of the 2022 Notes, all
\nof which terms and provisions are incorporated by reference in and made a part
\nof this Officers’ Certificate as if set forth in full herein.<\/p>\n<\/p>\n

Terms (whether or not capitalized) that are defined in the Indenture and not
\notherwise defined herein have the meanings specified in the Indenture.<\/p>\n<\/p>\n

Each of the undersigned, for himself or herself, states, as an officer of the
\nCompany, not in his or her individual capacity, that he or she has read and is
\nfamiliar with the provisions of Article Two<\/u> of the Indenture relating to
\nthe establishment of the form of certificate representing a series of Securities
\nthereunder and Article Three<\/u> of the Indenture relating to the
\nestablishment of a series of Securities thereunder and, in each case, the
\ndefinitions therein relating thereto; that the statements made in this
\ncertificate are based upon an examination of the Notes of each series, upon an
\nexamination of and familiarity with Articles Two<\/u> and Three<\/u> of the
\nIndenture and such definitions, upon his or her general knowledge of and
\nfamiliarity with the affairs of the Company and its acts and proceedings and
\nupon the performance of his or her duties as an officer of the Company; that, in
\nhis or her opinion, he or she has made such examination or investigation as is
\nnecessary to enable him to express an informed opinion as to whether or not the
\ncovenants and conditions referred to above have been complied with; and that in
\nhis or her opinion, with respect to the foregoing, the covenants and conditions
\nprovided for in the Indenture relating to the establishment of the Notes of each
\nseries as a series of Securities under the Indenture have been complied with.\n<\/p>\n<\/p>\n

[signature page follows<\/em>]<\/p>\n

\n

4<\/p>\n

\n

\n

IN WITNESS WHEREOF, the undersigned have hereunto signed this certificate on
\nbehalf of the Company as of this 18th day of August, 2011.<\/p>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

OCCIDENTAL PETROLEUM CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Robert J. Williams<\/p>\n

\n

Name: Robert J. Williams, Jr.
\nTitle: Vice President and Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Linda S. Peterson<\/p>\n

\n

Name: Linda S. Peterson
\nTitle: Assistant Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8395],"corporate_contracts_industries":[9409],"corporate_contracts_types":[9553,9554],"class_list":["post-40847","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-occidental-petroleum-corp","corporate_contracts_industries-energy__exploration","corporate_contracts_types-corporate","corporate_contracts_types-corporate__cert"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40847","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40847"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40847"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40847"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40847"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}