{"id":43969,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/underwriting-agreement-occidental-petroleum-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"underwriting-agreement-occidental-petroleum-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/underwriting-agreement-occidental-petroleum-corp.html","title":{"rendered":"Underwriting Agreement – Occidental Petroleum Corp."},"content":{"rendered":"

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

UNDERWRITING AGREEMENT <\/strong><\/p>\n

\n

August 15, 2011<\/p>\n

\n

Barclays Capital Inc.
\n745 Seventh Avenue
\nNew York, New York 10019<\/p>\n<\/p>\n

Citigroup Global Markets Inc.
\n388 Greenwich Street
\nNew York, New York 10013<\/p>\n<\/p>\n

J.P. Morgan Securities LLC
\n383 Madison Avenue
\nNew York, New York 10179<\/p>\n<\/p>\n

as Representatives of the several Underwriters<\/p>\n<\/p>\n

Ladies and Gentlemen:<\/p>\n<\/p>\n

Occidental Petroleum Corporation, a Delaware corporation (the
\n“Company<\/strong>“), confirms its agreement with the underwriters listed
\non Schedule A<\/u> (collectively the “Underwriters<\/strong>,” which
\nterm also includes any underwriter substituted as hereinafter provided in
\nSection 11) with respect to the issue and sale by the Company of (i)
\n$1,250,000,000 aggregate principal amount of the Company’s 1.750% Senior Notes
\ndue 2017 (the “2017 Notes<\/strong>“) and (ii) $900,000,000 aggregate
\nprincipal amount of the Company’s 3.125% Senior Notes due 2022 (the
\n“2022 Notes<\/strong>” and, together with the 2017 Notes, the
\n“Notes<\/strong>“) and the purchase by the Underwriters, acting severally
\nand not jointly, of the respective principal amounts of Notes set forth opposite
\ntheir names on Schedule A<\/u>. The Notes are to be issued pursuant to an
\nindenture, dated as of August 18, 2011 (the “Indenture<\/strong>,” which
\nterm, for purposes of this Agreement, includes the Officers’ Certificate with
\nrespect to the Notes delivered pursuant to Section 301 of the Indenture),
\nbetween the Company and The Bank of New York Mellon Trust Company, N.A., as
\ntrustee (the “Trustee<\/strong>“). Barclays Capital Inc., Citigroup
\nGlobal Markets Inc. and J.P. Morgan Securities LLC will be the representatives
\nof the Underwriters (the “Representatives<\/strong>;” in the event that
\nthere is only one such representative, then all references herein to the
\n“Representatives<\/strong>” are deemed to mean and refer to such single
\nrepresentative, mutatis mutandis).<\/p>\n<\/p>\n

The Company has filed with the Securities and Exchange Commission (the
\n“Commission<\/strong>“) a registration statement on Form S-3 (No.
\n333-176308) for the registration of debt securities, including the Notes, under
\nthe Securities Act of 1933, as amended (the “1933 Act<\/strong>“), and
\nthe offering thereof from time to time in accordance with Rule 415 of the rules
\nand regulations of the Commission under the 1933 Act (the “1933 Act
\nRegulations<\/strong>“). Such registration statement became effective upon filing
\nwith the Commission pursuant to Rule 462(e)<\/p>\n<\/p>\n

\n

of the 1933 Act Regulations, and the Indenture has been qualified under the
\nTrust Indenture Act of 1939, as amended (the “1939 Act<\/strong>“). Such
\nregistration statement (as amended by any subsequent post-effective amendments
\nthereto) and the prospectus dated August 15, 2011 (the “Base
\nProspectus<\/strong>“), together with the final prospectus supplement dated
\nAugust 15, 2011 (the “Final Prospectus Supplement<\/strong>“) relating to
\nthe Notes, including, in each case, all Incorporated Documents (as hereinafter
\ndefined) and, solely in the case of any such registration statement, the
\ninformation that is deemed pursuant to Rule 430B of the 1933 Act Regulations to
\nbe part of such registration statement (“Rule 430B
\nInformation<\/strong>“), are referred to herein as the “Registration
\nStatement<\/strong>” and the “Prospectus<\/strong>,” respectively, except
\nthat, if any revised prospectus or any revised or additional prospectus
\nsupplement filed by the Company is provided to the Underwriters by the Company
\nfor use in connection with the offering of the Notes (including for delivery
\nupon request of purchasers of Notes pursuant to Rule 173 of the 1933 Act
\nRegulations), the term “Prospectus<\/strong>” will refer to such revised
\nprospectus or any such revised or additional prospectus supplement, as the case
\nmay be, from and after the time it is first provided to the Underwriters for
\nsuch use. As used herein, the term “preliminary prospectus<\/strong>”
\nmeans any prospectus supplement filed by the Company relating to the Notes that
\nis captioned “Subject to Completion” or “preliminary prospectus supplement” or
\nthat has a similar caption, together with the Base Prospectus, including all
\nIncorporated Documents, it being understood that all references herein to a
\n“preliminary prospectus<\/strong>” include, without limitation, the
\nStatutory Prospectus (as defined below). Any reference herein to the
\nRegistration Statement, any preliminary prospectus or the Prospectus is deemed
\nto refer to and include the documents, financial statements and schedules
\nincorporated, or deemed to be incorporated, by reference therein (other than
\ninformation in such documents, financial statements and schedules that is deemed
\nnot to be filed) pursuant to Item 12 of Form S-3 under the 1933 Act, and any
\nreference to any amendment or supplement to the Registration Statement, any
\npreliminary prospectus or the Prospectus is deemed to refer to and include any
\ndocuments, financial statements and schedules filed by the Company with the
\nCommission under the Securities Exchange Act of 1934, as amended (the
\n“1934 Act<\/strong>“), and so incorporated, or deemed to be incorporated,
\nby reference (other than information in such documents, financial statements and
\nschedules that is deemed not to be filed) (such incorporated documents,
\nfinancial statements and schedules being herein called the
\n“Incorporated Documents<\/strong>“). Notwithstanding the foregoing, for
\npurposes of this Agreement any prospectus supplement prepared or filed with
\nrespect to an offering pursuant to the Registration Statement of any securities
\nother than the Notes will not be deemed to have supplemented any preliminary
\nprospectus or the Prospectus and the information therein will not be deemed Rule
\n430B Information. For purposes of this Agreement, all references to the
\nRegistration Statement, the Prospectus or any preliminary prospectus, or to any
\nIssuer Free Writing Prospectus, Issuer General Use Free Writing Prospectus or
\nIssuer Limited Use Free Writing Prospectus (as such terms are hereinafter
\ndefined) or to any amendment or supplement to any of the foregoing are deemed to
\ninclude any copy filed with the Commission pursuant to its Electronic Data
\nGathering, Analysis and Retrieval system (“EDGAR<\/strong>“).<\/p>\n<\/p>\n

The Company understands that the Underwriters propose to make a public
\noffering of the Notes as soon as the Underwriters deem advisable after this
\nAgreement has been executed and delivered.<\/p>\n<\/p>\n

2<\/p>\n

\n

\n

SECTION 1. Representations and Warranties.<\/em><\/p>\n<\/p>\n

The Company represents and warrants to each of the Underwriters as of the
\ndate hereof, as of the Applicable Time (as defined below) and as of the Closing
\nTime referred to in Section 2(b), as follows:<\/p>\n<\/p>\n

(a) Offering Qualifications. (i)<\/em> At the respective times of filing
\nthe Registration Statement and any post-effective amendments thereto,<\/p>\n<\/p>\n

(ii)<\/em> at the time of the most recent amendment thereto for the
\npurposes of complying with Section 10(a)(3) of the 1933 Act (whether such
\namendment was by post-effective amendment, incorporated report filed pursuant to
\nSection 13 or 15(d) of the 1934 Act or form of prospectus), and<\/p>\n<\/p>\n

(iii)<\/em> at the time the Company or any person acting on its behalf
\n(within the meaning, for this clause only, of Rule 163(c) of the 1933 Act
\nRegulations) made any offer relating to the Notes in reliance on the exemption
\nof Rule 163 of the 1933 Act Regulations:<\/p>\n<\/p>\n

(A) the Company was or is (as the case may be) a “well-known seasoned
\nissuer,” as defined in Rule 405 of the 1933 Act Regulations (“Rule
\n405<\/strong>“), including not having been and not being an “ineligible issuer”
\nas defined in Rule 405;<\/p>\n<\/p>\n

(B) the Registration Statement is an “automatic shelf registration
\nstatement,” as defined in Rule 405, that initially became effective within three
\nyears of the date of this Agreement; and<\/p>\n<\/p>\n

(C) the Company has not received from the Commission any notice pursuant to
\nRule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic
\nshelf registration statement form.<\/p>\n<\/p>\n

(b) Not Ineligible.<\/em> At the earliest time after the filing of the
\nRegistration Statement that the Company or another offering participant made a
\nbona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act
\nRegulations) of the Notes, the Company was not and is not an “ineligible
\nissuer,” as defined in Rule 405, without taking account of any determination by
\nthe Commission pursuant to Rule 405 that it is not necessary that the Company be
\nconsidered an “ineligible issuer.”<\/p>\n<\/p>\n

(c) Incorporated Document Compliance. (i)<\/em> The Incorporated Documents
\nfiled with the Commission subsequent to December 31, 2010, when they were filed
\n(or, if an amendment with respect to any such Incorporated Document was filed,
\nwhen such amendment was filed) with the Commission, as the case may be, complied
\nin all material respects with the requirements of the 1934 Act and the rules and
\nregulations of the Commission under the 1934 Act (the “1934 Act
\nRegulations<\/strong>“), and<\/p>\n<\/p>\n

(ii)<\/em> any Incorporated Documents filed subsequent to the date of this
\nAgreement and prior to notice from the Representatives to the Company (which
\nnotice<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

shall be given promptly and may be given by e-mail), of the termination of
\nthe offering of the Notes (“Offering Termination Notice<\/strong>;” the
\ndate on which an Offering Termination Notice is delivered to the Company, the
\n“Offering Termination Notice Date<\/strong>“), will, when they are filed
\nwith the Commission, comply in all material respects with the requirements of
\nthe 1934 Act and the 1934 Act Regulations. The parties understand and agree that
\nthe Representatives need not deliver an Offering Termination Notice to the
\nCompany (A) so long as any Underwriter owns an unsold allotment of Notes
\npurchased pursuant to this Agreement or (B) so long as delivery of a prospectus
\nor, in lieu thereof, the notice referred to in Rule 173(a) of the 1933 Act
\nRegulations is required (1) in connection with sales or solicitations of offers
\nto purchase Notes or (2) due to a request of any purchaser of Notes pursuant to
\nRule 173 of the 1933 Act Regulations.<\/p>\n<\/p>\n

(d) Registration Statement and Prospectus Compliance. (i)<\/em> The
\nRegistration Statement, at (A) its original effective date and the effective
\ndate of each post-effective amendment thereto, if any, and (B) each deemed
\neffective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of
\nthe 1933 Act Regulations, complied and will comply in all material respects with
\nthe provisions of the 1933 Act and the 1933 Act Regulations and did not and will
\nnot contain an untrue statement of a material fact or omit to state a material
\nfact required to be stated therein or necessary to make the statements therein
\nnot misleading, and<\/p>\n<\/p>\n

(ii)<\/em> the Prospectus relating to the Notes, as of its date, as of the
\ndate of any supplement to the Prospectus and as of the Closing Date, complied
\nand will comply in all material respects with the provisions of the 1933 Act and
\nthe 1933 Act Regulations and did not and will not contain an untrue statement of
\na material fact or omit to state a material fact required to be stated therein
\nor necessary in order to make the statements therein, in the light of the
\ncircumstances under which they were or will be made, not misleading.<\/p>\n<\/p>\n

(e) 10b-5 Compliance and No Free Writing Prospectus Conflict. (i)<\/em>
\nAs of the Applicable Time, neither<\/p>\n<\/p>\n

(x) the Final Term Sheet (as defined below), any other Issuer General Use
\nFree Writing Prospectus(es) issued at or prior to the Applicable Time and the
\nStatutory Prospectus, all considered together (collectively, the
\n“General Disclosure Package<\/strong>“), nor<\/p>\n<\/p>\n

(y) any individual Issuer Limited Use Free Writing Prospectus issued at or
\nprior to the Applicable Time, when considered together with the General
\nDisclosure Package:<\/p>\n<\/p>\n

included any untrue statement of a material fact or omitted to state a
\nmaterial fact required to be stated therein or necessary in order to make the
\nstatements therein, in the light of the circumstances under which they were
\nmade, not misleading.<\/p>\n<\/p>\n

(ii)<\/em> Each Issuer Free Writing Prospectus complied and, except during
\nsuch time, if any, as the Company shall have suspended the use of such Issuer
\nFree Writing<\/p>\n<\/p>\n

4<\/p>\n

\n

\n

Prospectus as contemplated by Section 4(e)(ii), will comply with the
\nrequirements of Rule 433(c)(1) of the 1933 Act Regulations.<\/p>\n<\/p>\n

As used in this subsection and elsewhere in this Agreement:<\/p>\n<\/p>\n

“Applicable Time<\/strong>” means 4:30 p.m. (New York City time) on
\nAugust 15, 2011 or such other time as agreed by the Company and the
\nRepresentatives.<\/p>\n<\/p>\n

“Issuer Free Writing Prospectus<\/strong>” means any “issuer free
\nwriting prospectus,” as defined in Rule 433 of the 1933 Act Regulations
\n(“Rule 433<\/strong>“), relating to the Notes that (i) is required to be
\nfiled with the Commission by the Company, (ii) is a “road show” that constitutes
\na written communication within the meaning of Rule 433(d)(8)(i), whether or not
\nrequired to be filed with the Commission or (iii) is exempt from filing pursuant
\nto Rule 433(d)(5)(i) because it contains a description of the Notes or of the
\noffering thereof that does not reflect the final terms, in each case, in the
\nform filed or required to be filed with the Commission or, if not required to be
\nfiled, in the form retained in the Company’s records pursuant to Rule 433(g).\n<\/p>\n<\/p>\n

“Issuer General Use Free Writing Prospectus<\/strong>” means any
\nIssuer Free Writing Prospectus that is intended for general distribution to
\nprospective investors, as evidenced by it being specified in Schedule C<\/u>.\n<\/p>\n<\/p>\n

“Issuer Limited Use Free Writing Prospectus<\/strong>” means any
\nIssuer Free Writing Prospectus that is not an Issuer General Use Free Writing
\nProspectus.<\/p>\n<\/p>\n

“Statutory Prospectus<\/strong>” means the Base Prospectus and the
\npreliminary prospectus supplement dated August 15, 2011 relating to the Notes,
\nincluding the Incorporated Documents.<\/p>\n<\/p>\n

The foregoing representations and warranties in subsection 1(d) (except as it
\nrelates to compliance as to form) and (e) do not apply to statements or
\nomissions in the Registration Statement, any preliminary prospectus, any Issuer
\nFree Writing Prospectus or the Prospectus, or any amendments or supplements
\nthereto, made in reliance upon and in conformity with information furnished to
\nthe Company in writing by or on behalf of the Underwriters through the
\nRepresentatives expressly for use therein or to those parts of the Registration
\nStatement which constitute the Trustee’s Statements of Eligibility and
\nQualification on Form T-1 under the 1939 Act (collectively, the “Form
\nT-1<\/strong>“).<\/p>\n<\/p>\n

(f) Documents Authorized and Accurately Summarized.<\/em> This Agreement,
\nthe Indenture and the Notes have been duly authorized by the Company and, to the
\nextent described in the General Disclosure Package or the Prospectus, are fairly
\nand accurately summarized therein in all material respects.<\/p>\n<\/p>\n

(g) Indenture and Notes Enforceable.<\/em> The Indenture has been duly
\nqualified under the 1939 Act and, at the Closing Time, will have been duly
\nexecuted and delivered by the Company and (assuming the due execution and
\ndelivery thereof by the Trustee) is, and the Notes (when issued by the Company
\nand authenticated in accordance with the Indenture and delivered to and paid for
\nby the Underwriters) will have been duly executed and delivered by the Company\n<\/p>\n<\/p>\n

5<\/p>\n

\n

\n

and will be, the legal, valid and binding obligations of the Company,
\nenforceable against the Company in accordance with their terms, except (x) as
\nsuch enforceability may be subject to or limited by (A) bankruptcy, insolvency,
\nreorganization, moratorium or other similar laws now or hereafter in effect
\nrelating to or affecting the enforcement of creditors’ rights generally, (B) the
\napplicability or effect of any fraudulent transfer, preference or similar law,
\n(C) general principles of equity (regardless of whether such enforcement is
\nconsidered in a proceeding in equity or at law) or (D) the effect of general
\nrules of contract law that limit the enforceability of provisions requiring
\nindemnification of a party for liability for its own action or inaction to the
\nextent the action or inaction involves gross negligence, recklessness, willful
\nmisconduct or unlawful conduct and (y) that the waiver contained in Section 515
\nof the Indenture may be deemed unenforceable.<\/p>\n<\/p>\n

(h) Notes Entitled to Indenture Benefits.<\/em> The Notes (when issued by
\nthe Company and authenticated in accordance with the terms of the Indenture and
\ndelivered to and paid for by the Underwriters) will be entitled to the benefits
\nof the Indenture (subject to the exceptions set forth in the preceding
\nsentence).<\/p>\n<\/p>\n

(i) Corporate Representations. (i)<\/em> The Company and each of
\nOccidental Chemical Holding Corporation, a California corporation, and
\nOccidental Oil and Gas Holding Corporation, a California corporation formerly
\nknown as Occidental Oil and Gas Corporation (each a “Principal Domestic
\nSubsidiary<\/strong>” and collectively the “Principal Domestic
\nSubsidiaries<\/strong>“), is a validly existing corporation in good standing
\nunder the laws of its state of incorporation.<\/p>\n<\/p>\n

(ii)<\/em> The Company and each Principal Domestic Subsidiary:<\/p>\n<\/p>\n

(x) has requisite corporate power and corporate authority to own its
\nrespective properties and carry on its respective business as presently
\nconducted, as described in the General Disclosure Package and the Prospectus,
\nand<\/p>\n<\/p>\n

(y) is duly registered or qualified to conduct business, and is in good
\nstanding, in each jurisdiction in which it owns or leases property or transacts
\nbusiness and in which such registration or qualification is necessary, except as
\nto jurisdictions where the failure to do so would not have a material adverse
\neffect on the Company and its subsidiaries, taken as a whole.<\/p>\n<\/p>\n

(iii)<\/em> All of the outstanding capital stock or other securities
\nevidencing equity ownership of each Principal Domestic Subsidiary:<\/p>\n<\/p>\n

(x) have been duly authorized and validly issued and are fully paid and
\nnon-assessable, and<\/p>\n<\/p>\n

(y) except as otherwise disclosed in the Registration Statement, the General
\nDisclosure Package and the Prospectus, are owned by the Company, directly or
\nindirectly through subsidiaries, free and clear of any security interest, claim,
\nlien or encumbrance.<\/p>\n<\/p>\n

6<\/p>\n

\n

\n

(j) Material Adverse Change.<\/em> Except as contemplated in the General
\nDisclosure Package and the Prospectus or reflected therein by the filing of any
\namendment or supplement thereto or any Incorporated Document, since the date of
\nthe most recent consolidated financial statements included or incorporated by
\nreference in the Registration Statement, the General Disclosure Package and the
\nProspectus, unless the Company has notified the Underwriters as provided in
\nSection 4(e), there has not been any material adverse change, or any development
\nthat is reasonably likely to result in a material adverse change, in the
\nconsolidated financial condition or consolidated results of operations of the
\nCompany and its subsidiaries, taken as a whole.<\/p>\n<\/p>\n

(k) No Violation of Charter, Contracts or Orders.<\/em> The execution and
\ndelivery of this Agreement by the Company, the issuance and sale of the Notes
\nand the performance by the Company of its obligations under this Agreement and
\nthe Indenture do not and will not violate or constitute a breach of or a default
\n(with the passage of time or otherwise) under:<\/p>\n<\/p>\n

(i)<\/em> the Restated Certificate of Incorporation or Bylaws of the
\nCompany, in each case, as amended,<\/p>\n<\/p>\n

(ii)<\/em> any agreement or instrument (which is, individually or in the
\naggregate, material to the Company and its subsidiaries, taken as a whole) to
\nwhich the Company or any Principal Domestic Subsidiary is a party or by which
\nany of them is bound or to which any of the property or assets of the Company or
\nany Principal Domestic Subsidiary is subject or<\/p>\n<\/p>\n

(iii)<\/em> any order of any court or governmental agency or authority
\n(which is, individually or in the aggregate, material to the Company and its
\nsubsidiaries, taken as a whole) presently in effect and applicable to the
\nCompany or any Principal Domestic Subsidiary.<\/p>\n<\/p>\n

(l) Governmental Consents.<\/em> Except for orders, permits and similar
\nauthorizations required under the securities or Blue Sky laws of certain
\njurisdictions, including jurisdictions outside the United States, or required of
\nany securities exchange on which any of the Notes might be listed, no consent,
\napproval, authorization or other order of any regulatory body, administrative
\nagency or other governmental body is legally required for the valid issuance and
\nsale of the Notes.<\/p>\n<\/p>\n

(m) Financial Statements.<\/em> The consolidated financial statements
\nincluded in the Registration Statement, the General Disclosure Package and the
\nProspectus, or incorporated therein by reference, fairly present in all material
\nrespects the consolidated financial position and results of operations of the
\nentities to which such statements relate at the respective dates and for the
\nrespective periods to which they apply. Such consolidated financial statements
\nhave been prepared in accordance with generally accepted accounting principles
\nconsistently applied, except as set forth in the Registration Statement, the
\nGeneral Disclosure Package and Prospectus.<\/p>\n<\/p>\n

(n) Disclosure Controls and Procedures.<\/em> The Company maintains
\n“disclosure controls and procedures” (as defined in Rule 13a-15(e) of the 1934
\nAct) that are designed to ensure that information required to be disclosed by
\nthe Company in reports that it files or submits<\/p>\n<\/p>\n

7<\/p>\n

\n

\n

under the 1934 Act is recorded, processed, summarized and reported within the
\ntime periods specified in the Commission’s rules and forms, including controls
\nand procedures designed to ensure that such information is accumulated and
\ncommunicated to the Company’s management as appropriate to allow timely
\ndecisions regarding required disclosure. The Company has carried out evaluations
\nof the effectiveness of its disclosure controls and procedures as required by
\nRule 13a-15 of the 1934 Act.<\/p>\n<\/p>\n

(o) Internal Controls.<\/em> The Company maintains “internal control over
\nfinancial reporting” (as defined in Rule 13a-15(f) of the 1934 Act) that have
\nbeen designed by, or under the supervision of, its principal executive and
\nprincipal financial officers, or persons performing similar functions, to
\nprovide reasonable assurance regarding the reliability of financial reporting
\nand the preparation of financial statements for external purposes in accordance
\nwith generally accepted accounting principles and that include those policies
\nand procedures that (i) pertain to the maintenance of records that in reasonable
\ndetail accurately and fairly reflect the transactions and dispositions of the
\nassets of the Company; (ii) provide reasonable assurance that transactions are
\nrecorded as necessary to permit preparation of financial statements in
\naccordance with generally accepted accounting principles and that receipts and
\nexpenditures of the Company are being made only in accordance with the
\nauthorizations of management and the directors of the Company; and (iii) provide
\nreasonable assurance regarding prevention or timely detection of unauthorized
\nacquisition, use or disposition of the Company’s assets that could have a
\nmaterial adverse effect on the Company’s financial statements.<\/p>\n<\/p>\n

Any certificate signed by any officer of the Company and delivered to the
\nUnderwriters, the Representatives or counsel for the Underwriters in connection
\nwith the transactions contemplated in this Agreement will be deemed a
\nrepresentation and warranty by the Company to the Underwriters as to the matters
\ncovered by such certificate as of its date.<\/p>\n<\/p>\n

SECTION 2. Sale and Delivery to the Underwriters; Closing.<\/p>\n<\/p>\n

(a) Purchase and Sale.<\/em> On the basis of the representations and
\nwarranties herein contained and subject to the terms and conditions herein set
\nforth, the Company agrees to issue and sell to each Underwriter, severally and
\nnot jointly, and each Underwriter, severally and not jointly, agrees to purchase
\nfrom the Company (i) at 98.696% of the principal amount thereof, the principal
\namount of the 2017 Notes set forth on Schedule A<\/u> opposite the name of
\nsuch Underwriter and (ii) at 97.643% of the principal amount thereof, the
\nprincipal amount of the 2022 Notes set forth on Schedule A<\/u> opposite the
\nname of such Underwriter.<\/p>\n<\/p>\n

(b) Closing Time.<\/em> Payment of the purchase price for, and delivery
\nof, the Notes will be made at the offices of Sidley Austin LLP, 555 California
\nStreet, 20th<\/sup> Floor, San Francisco, California, 94104, or at such
\nother place as will be agreed upon by the Underwriters and the Company, at 10:00
\na.m., New York City time, on August 18, 2011 (unless postponed in accordance
\nwith the provisions of Section 11), or such other time not later than ten
\nbusiness days after such date as is agreed upon by the Representatives and the
\nCompany (such time and date of payment and delivery being herein called
\n“Closing Time<\/strong>“). Payment will be made to the Company by wire
\ntransfer of immediately available funds to a bank account designated by the
\nCompany, against delivery to the nominee of The Depository Trust Company, for
\nthe account of the Underwriters, of one or more global notes representing the
\nNotes (the “Global Notes<\/strong>“) to be<\/p>\n<\/p>\n

8<\/p>\n

\n

\n

purchased by them. It is understood that each Underwriter has authorized the
\nRepresentatives for its respective account, to accept delivery of, and receipt
\nfor, and make payment of the purchase price for, the Notes which such
\nUnderwriter has agreed to purchase. The Global Notes will be made available for
\nexamination and packaging by the Underwriters not later than 10:00 a.m. New York
\nCity time on the last business day prior to Closing Time.<\/p>\n<\/p>\n

(c) No Fiduciary Relationship.<\/em> The Company acknowledges and agrees
\nthat the Underwriters are acting solely in the capacity of an arm’s length
\ncontractual counterparty to the Company with respect to the offering of Notes
\ncontemplated hereby (including in connection with determining the terms of the
\noffering) and not as a financial advisor or a fiduciary to, or an agent of, the
\nCompany or any other person. Additionally, neither the Representatives nor any
\nother Underwriter is advising the Company or any other person as to any legal,
\ntax, investment, accounting or regulatory matters in any jurisdiction. The
\nCompany has consulted its own respective advisors concerning such matters to the
\nextent it deemed appropriate, and the Underwriters will have no responsibility
\nor liability to the Company with respect thereto. Any review by the Underwriters
\nof the Company, the transactions contemplated hereby or any other matters
\nrelating to such transactions, has been and will be performed solely for the
\nbenefit of the Underwriters and not on behalf of the Company.<\/p>\n<\/p>\n

SECTION 3. Foreign Offerings.<\/p>\n<\/p>\n

Each Underwriter, severally and not jointly, represents and agrees that:<\/p>\n<\/p>\n

(a) it has not solicited, and will not solicit, offers to purchase any of the
\nNotes from,<\/p>\n<\/p>\n

(b) it has not sold, and will not sell, any of the Notes to, and<\/p>\n<\/p>\n

(c) it has not distributed, and will not distribute, the General Disclosure
\nPackage or the Prospectus to, any person or entity in any jurisdiction outside
\nof the United States (collectively “Foreign Offers and Sales<\/strong>“)
\nexcept, in each case, in compliance in all material respects with all applicable
\nlaws and, in connection with the initial offering of, or subscription for, any
\nof the Notes, in full compliance with the requirements and procedures, if any,
\nestablished by, and subject to any exceptions granted by, the Company, in an
\nemail or other writing delivered to the Representatives, with respect to any
\nsuch Foreign Offers and Sales. For the purposes of this paragraph, “United
\nStates” means the United States of America, its territories, its possessions
\n(including the Commonwealth of Puerto Rico) and other areas subject to its
\njurisdiction.<\/p>\n<\/p>\n

In particular and without limiting the generality of the foregoing:<\/p>\n<\/p>\n

(i)<\/em> Each Underwriter, severally and not jointly, agrees to
\ndistribute, in connection with any Foreign Offers and Sales, only those
\nProspectuses used in connection therewith that have been appropriately
\n“stickered” for use in the jurisdiction in which such Foreign Offers and Sales
\nare to be made.<\/p>\n<\/p>\n

(ii)<\/em> With respect to the United Kingdom, each Underwriter represents
\nand agrees, severally and not jointly, that: (A) it has only communicated or
\ncaused to be communicated and will only communicate or cause to be communicated
\nan invitation or<\/p>\n<\/p>\n

9<\/p>\n

\n

\n

inducement to engage in investment activity (within the meaning of Section 21
\nof the Financial Services and Markets Act 2000, as amended
\n(“FSMA<\/strong>“)) received by it in connection with the issue or sale
\nof the Notes in circumstances in which Section 21(1) of the FSMA would not apply
\nto the Company; and (B) it has complied and will comply with all applicable
\nprovisions of FSMA with respect to anything done by it in relation to the Notes
\nin, from or otherwise involving the United Kingdom.<\/p>\n<\/p>\n

(iii)<\/em> In relation to each Member State of the European Economic Area
\nwhich has implemented the Prospectus Directive (each, a “Relevant Member
\nState<\/strong>“), each Underwriter represents and agrees, severally and not
\njointly, that with effect from and including the date on which the Prospectus
\nDirective is implemented in that Relevant Member State (the “Relevant
\nImplementation Date<\/strong>“) it has not made and will not make an offer of
\nNotes to the public in that Relevant Member State other than:<\/p>\n<\/p>\n

(A) to any legal entity which is a qualified investor as defined in the
\nProspectus Directive;<\/p>\n<\/p>\n

(B) to fewer than 100 or, if the Relevant Member State has implemented the
\nrelevant provision of the 2010 PD Amending Directive, 150, natural or legal
\npersons (other than qualified investors as defined in the Prospectus Directive),
\nas permitted under the Prospectus Directive, subject to obtaining the prior
\nconsent of the Representatives for any such offer; or<\/p>\n<\/p>\n

(C) in any other circumstances falling within Article 3(2) of the Prospectus
\nDirective,<\/p>\n<\/p>\n

provided that no such offer of Notes shall require us or any underwriter to
\npublish a prospectus pursuant to Article 3 of the Prospectus Directive or
\nsupplement a prospectus pursuant to Article 16 of the Prospectus Directive.<\/p>\n<\/p>\n

For the purposes of this subparagraph (iii<\/em>), the expression an
\n“offer of Notes to the public” in relation to any Notes in any Relevant Member
\nState means the communication in any form and by any means of sufficient
\ninformation on the terms of the offer and the Notes to be offered so as to
\nenable an investor to decide to purchase or subscribe the Notes, as the same may
\nbe varied in that Member State by any measure implementing the Prospectus
\nDirective in that Member State and the expression “Prospectus Directive” means
\nDirective 2003\/71\/EC (and amendments thereto, including the 2010 PD Amending
\nDirective, to the extent implemented in the Relevant Member State) and includes
\nany relevant implementing measure in each Relevant Member State, and the
\nexpression “2010 PD Amending Directive” means Directive 2010\/73\/EU.<\/p>\n<\/p>\n

SECTION 4. Covenants of the Company.<\/p>\n<\/p>\n

The Company covenants with each Underwriter as follows:<\/p>\n<\/p>\n

(a) Notice of Certain Events.<\/em> Prior to the Offering Termination
\nNotice Date, the Company will notify the Underwriters promptly of:<\/p>\n<\/p>\n

10<\/p>\n

\n

\n

(i)<\/em> the effectiveness of any post-effective amendment to the
\nRegistration Statement (other than a post-effective amendment relating solely to
\nan offering of securities other than the Notes),<\/p>\n<\/p>\n

(ii)<\/em> the transmittal to the Commission for filing of any supplement
\nto any preliminary prospectus or the Prospectus (other than an amendment or
\nsupplement relating solely to an offering of securities other than the Notes) or
\nany document to be filed pursuant to the 1934 Act which would be incorporated by
\nreference in the Prospectus,<\/p>\n<\/p>\n

(iii)<\/em> the receipt of any comments from the Commission with respect
\nto the Registration Statement, any Issuer Free Writing Prospectus, any
\npreliminary prospectus or the Prospectus,<\/p>\n<\/p>\n

(iv)<\/em> any request by the Commission for any amendment to the
\nRegistration Statement or any amendment or supplement to the Prospectus, any
\npreliminary prospectus or any Issuer Free Writing Prospectus or for additional
\ninformation (other than any amendment or supplement to a prospectus relating
\nsolely to an offering of securities other than the Notes),<\/p>\n<\/p>\n

(v)<\/em> the issuance by the Commission of any stop order suspending the
\neffectiveness of the Registration Statement or the initiation of any proceedings
\nfor that purpose, and<\/p>\n<\/p>\n

(vi)<\/em> any examination pursuant to Section 8(e) of the 1933 Act
\nconcerning the Registration Statement or if the Company becomes the subject of a
\nproceeding under Section 8A of the 1933 Act in connection with the offering of
\nthe Notes.<\/p>\n<\/p>\n

If any stop order is issued, the Company will use its reasonable best efforts
\nto obtain the lifting thereof at the earliest possible moment.<\/p>\n<\/p>\n

(b) Payment of Commission Fees.<\/em> The Company will pay the required
\nCommission filing fees relating to the Notes within the time required by Rule
\n456(b)(1) (i) of the 1933 Act Regulations and otherwise in accordance with Rules
\n456(b) and 457(r) of the 1933 Act Regulations (including, if applicable, by
\nupdating the “Calculation of Registration Fee” table in accordance with Rule
\n456(b)(1)(ii) either in a post-effective amendment to the Registration Statement
\nor on the cover page of a prospectus or prospectus supplement filed pursuant to
\nRule 424(b)).<\/p>\n<\/p>\n

(c) Notice of Certain Proposed Filings.<\/em> Prior to Offering
\nTermination Notice Date, the Company will:<\/p>\n<\/p>\n

(i)<\/em> give the Underwriters advance notice of its intention to file
\nany amendment to the Registration Statement or any amendment or supplement to
\nany preliminary prospectus or the Prospectus (other than an amendment or
\nsupplement to a prospectus relating solely to an offering of securities other
\nthan the Notes),<\/p>\n<\/p>\n

11<\/p>\n

\n

\n

(ii)<\/em> furnish the Underwriters with copies of any such amendment or
\nsupplement, and<\/p>\n<\/p>\n

(iii)<\/em> not file any such amendment or supplement of which the
\nUnderwriters have not previously have been advised or to which the
\nRepresentatives reasonably object in writing, unless, in the judgment of the
\nCompany and its counsel, such amendment or supplement is necessary to comply
\nwith law.<\/p>\n<\/p>\n

(d) Copies of the Registration Statement and the Prospectus.<\/em> The
\nCompany will deliver to each of the Underwriters one signed and as many
\nconformed copies of the Registration Statement (as originally filed) and of each
\namendment thereto relating to the Notes (including the Incorporated Documents
\nand any exhibits filed therewith or incorporated by reference therein) as the
\nUnderwriters may reasonably request. The Company will furnish to the
\nUnderwriters as many copies of the Prospectus (as amended or supplemented) and
\nany Issuer Free Writing Prospectuses as the Underwriters reasonably request
\nprior to Offering Termination Notice Date.<\/p>\n<\/p>\n

(e) Revisions of Prospectus:Material Changes.<\/em> Prior to the Offering
\nTermination Notice Date,<\/p>\n<\/p>\n

(i)<\/em> if (x) any event occurs or condition exists as a result of which
\nit is necessary, in the opinion of counsel for the Company and of counsel for
\nthe Underwriters, to further amend or supplement the Prospectus in order that
\nthe Prospectus will not include an untrue statement of a material fact or omit
\nto state any material fact necessary in order to make the statements therein not
\nmisleading, in the light of the circumstances existing at the time it is
\ndelivered to a purchaser, or (y) it is necessary, in the opinion of such
\ncounsel, to amend or supplement the Registration Statement or the Prospectus in
\norder to comply with the requirements of the 1933 Act or the 1933 Act
\nRegulations:<\/p>\n<\/p>\n

(A) prompt notice will be given, and confirmed in writing, to the
\nUnderwriters, and<\/p>\n<\/p>\n

(B) the Company will promptly prepare and file an amendment or supplement to
\nthe Prospectus so that the Prospectus, as amended or supplemented, will (1) not
\ninclude any untrue statement of a material fact or omit to state any material
\nfact necessary in order to make the statements therein not misleading, in the
\nlight of the circumstances existing at the time it is delivered to the
\nUnderwriters or (2) comply with the requirements of the 1933 Act or the 1933 Act
\nRegulations, as applicable.<\/p>\n<\/p>\n

(ii)<\/em> if at any time following issuance of an Issuer Free Writing
\nProspectus there occurred or occurs an event or development as a result of which
\n(x) such Issuer Free Writing Prospectus conflicted or would conflict with the
\ninformation contained in the Registration Statement or the Prospectus or any
\npreliminary prospectus or (y) when considered together with the General
\nDisclosure Package, included or would include an untrue statement of a material
\nfact or omitted or would omit to state a material fact necessary in order to
\nmake the statements therein, in the light of the circumstances<\/p>\n<\/p>\n

12<\/p>\n

\n

\n

prevailing at that subsequent time, not misleading, the Company will promptly
\nnotify the Underwriters and will promptly amend or supplement such Issuer Free
\nWriting Prospectus to eliminate or correct such conflict, untrue statement or
\nomission and shall promptly provide such amended or supplemented Issuer Free
\nWriting Prospectus to the Underwriters. Such notification from the Company to
\nthe Underwriters shall direct the Underwriters to suspend use of such Issuer
\nFree Writing Prospectus until the Company shall have provided the Underwriters
\nan amended or supplemented Issuer Free Writing Prospectus as contemplated above,
\nin which case the Underwriters will cease using such Issuer Free Writing
\nProspectus until such time as the Company shall have provided them such amended
\nor supplemented Issuer Free Writing Prospectus.<\/p>\n<\/p>\n

The foregoing covenants in this Section 4(e) do not apply to statements or
\nomissions in the Prospectus or any Issuer Free Writing Prospectus made in
\nreliance upon and in conformity with information furnished to the Company in
\nwriting by or on behalf of the Underwriters through the Representatives
\nexpressly for use therein or in any Form T-1.<\/p>\n<\/p>\n

(f) Earnings Statements.<\/em> The Company will make generally available
\nto its security holders a consolidated earnings statement (which need not be
\naudited) covering a period of at least twelve months commencing after the
\nClosing Time, as soon as is reasonably practicable after the end of such period,
\nwhich earnings statement will satisfy the provisions of Section 11(a) of the
\n1933 Act (and at the option of the Company, Rule 158 of the 1933 Act
\nRegulations).<\/p>\n<\/p>\n

(g) Blue Sky Qualifications.<\/em> The Company will endeavor, in
\ncooperation with the Underwriters, to qualify the Notes for offering and sale
\nunder the applicable securities laws of such states and other jurisdictions as
\nthe Underwriters may reasonably designate (provided no registration will be
\nrequired in any jurisdiction outside the United States), and will maintain such
\nqualifications in effect for as long as may be required for the distribution of
\nthe Notes; provided, however<\/em>, that the Company will promptly notify the
\nUnderwriters of any suspension of any such qualifications; and provided,
\nfurther<\/em>, that the Company will not be obligated to register or qualify as a
\nforeign corporation or take any action which would subject it to general service
\nof process in any jurisdiction where it is not now so subject.<\/p>\n<\/p>\n

(h) Filing of Prospectus; Preparation of Final Term Sheet.<\/em><\/p>\n<\/p>\n

(i)<\/em> The Company will prepare a final term sheet (the “Final
\nTerm Sheet<\/strong>“) reflecting the final terms of the Notes, which will be
\nsubstantially in the form set forth in Schedule B<\/u> but may also include
\ncredit ratings information with respect to the Notes, and will file such Final
\nTerm Sheet, in a form approved by the Representatives, as an “issuer free
\nwriting prospectus” pursuant to Rule 433 prior to the close of business within
\ntwo business days after the date of this Agreement.<\/p>\n<\/p>\n

(ii)<\/em> The Company will prepare and file or transmit for filing with
\nthe Commission within the time period specified by Rule 424(b) of the 1933 Act
\nRegulations (without reliance on Rule 424(b)(8)), the Prospectus containing the
\nterms of the Notes and such other information as the Representatives and the
\nCompany deem appropriate.<\/p>\n<\/p>\n

13<\/p>\n

\n

\n

(i) Issuer Free Writing Prospectuses.<\/em> (i<\/em>) The Company
\nrepresents and agrees that, unless it obtains the prior consent of the
\nRepresentatives (which will not be unreasonably withheld or delayed), and
\n(ii<\/em>) each Underwriter, severally and not jointly, represents and agrees
\nthat, unless it obtains the prior written consent of the Company and the
\nRepresentatives (which will not be unreasonably withheld or delayed), it has not
\nmade and will not make any offer relating to the Notes that would constitute an
\n“issuer free writing prospectus,” as defined in Rule 433, or that would
\notherwise constitute a “free writing prospectus,” as defined in Rule 405,
\nrequired to be filed by the Company with the Commission or retained by the
\nCompany pursuant to Rule 433; provided<\/em> that the Company consents to the
\nuse by any Underwriter of a free writing prospectus that:<\/p>\n<\/p>\n

(i)<\/em> is not an “issuer free writing prospectus” as defined in Rule
\n433, and<\/p>\n<\/p>\n

(ii)<\/em> contains only:<\/p>\n<\/p>\n

(x) information describing the preliminary terms of the Notes or their
\noffering,<\/p>\n<\/p>\n

(y) information that describes the final terms of the Notes or their offering
\nand that is included in the Final Term Sheet contemplated in Section 4(h) of
\nthis Agreement, or<\/p>\n<\/p>\n

(z) contains comparable bond price or similar information that (in the case
\nof this clause (z) only) is not “issuer information,” as defined in Rule 433.\n<\/p>\n<\/p>\n

Any such free writing prospectus as to which consent has been given by the
\nRepresentatives or by the Company and the Representatives, as the case may be,
\nis referred to as a “Permitted Free Writing Prospectus.<\/strong>”
\nWithout limiting the effect of the prior sentence, it is agreed that the Final
\nTerm Sheet and any Issuer Free Writing Prospectus listed on Schedule C<\/u>
\nis a Permitted Free Writing Prospectus.<\/p>\n<\/p>\n

SECTION 5. Payment of Expenses.<\/p>\n<\/p>\n

The Company will pay all expenses incident to the performance of its
\nobligations under this Agreement, including:<\/p>\n<\/p>\n

(a) The preparation and filing of the Registration Statement and all
\namendments thereto, the General Disclosure Package, each preliminary prospectus
\nand the Prospectus and any amendments or supplements thereto and all
\nIncorporated Documents;<\/p>\n<\/p>\n

(b) The preparation, filing and printing of this Agreement;<\/p>\n<\/p>\n

(c) The preparation, printing, issuance and delivery of the Notes;<\/p>\n<\/p>\n

(d) The reasonable fees and disbursements of the Trustee and its counsel and
\nof any calculation agent or exchange rate agent in connection with the Indenture
\nand the Notes;<\/p>\n<\/p>\n

14<\/p>\n

\n

\n

(e) The qualification of the Notes under securities laws in accordance with
\nthe provisions of Section 4(g), including filing fees and the reasonable fees
\nand disbursements of counsel to the Underwriters in connection therewith and in
\nconnection with the preparation of any Blue Sky survey and any legal investment
\nsurvey;<\/p>\n<\/p>\n

(f) The printing and delivery to the Underwriters in quantities as
\nhereinabove stated of copies of the Registration Statement and any amendments
\nthereto, and of the General Disclosure Package, each preliminary prospectus and
\nthe Prospectus and any amendments or supplements thereto relating to the Notes,
\nand the delivery by the Underwriters of the General Disclosure Package, each
\npreliminary prospectus and the Prospectus and any amendments or supplements
\nthereto, in each case as they relate to the Notes or to sales or solicitations
\nof offers to purchase the Notes prior to Offering Termination Notice Date;<\/p>\n<\/p>\n

(g) The preparation, printing and delivery to the Underwriters of copies of
\nthe Indenture; and<\/p>\n<\/p>\n

(h) Any fees charged by rating agencies for the rating of the Notes.<\/p>\n<\/p>\n

If this Agreement is terminated pursuant to any of the provisions of this
\nAgreement (otherwise than by notice given by the Underwriters in connection with
\nthe occurrence of any event set forth in clauses (ii) through (iv) of Section
\n10(a) or pursuant to Section 11), the Company will reimburse the Underwriters
\nfor all of their out-of-pocket expenses, including the reasonable fees and
\ndisbursements of counsel for the Underwriters, incurred in connection with this
\nAgreement and the offering of the Notes contemplated hereby.<\/p>\n<\/p>\n

SECTION 6. Conditions of Underwriters’ Obligations.<\/p>\n<\/p>\n

The obligations of the Underwriters hereunder are subject to the accuracy of
\nthe representations and warranties on the part of the Company herein and the
\naccuracy of the statements of the Company’s officers made in any certificate
\nfurnished pursuant to the provisions of this Agreement, to the performance and
\nobservance by the Company of all covenants and agreements herein contained on
\nits part to be performed and observed and to the following additional conditions
\nprecedent:<\/p>\n<\/p>\n

(a) Registration Statement and Prospectus.<\/em> The Registration
\nStatement and any post-effective amendments thereto will have become effective
\nunder the 1933 Act and at the Closing Time, no stop order suspending the
\neffectiveness of the Registration Statement will have been issued and no
\nproceedings for that purpose will be instituted or to the knowledge of the
\nCompany or the Underwriters, threatened or contemplated by the Commission; and
\nno stop order suspending the sale of the Notes in any jurisdiction designated by
\nthe Underwriters pursuant to Section 4(g) will have been issued and no
\nproceedings for that purpose will have been instituted, or to the knowledge of
\nthe Company or the Underwriters, threatened or be contemplated. The Final Term
\nSheet and the Prospectus referred to in Section 4(h) of this Agreement will have
\nbeen transmitted to the Commission for filing pursuant to Rule 433 and Rule
\n424(b) (without reliance on Rule 424(b)(8)), respectively, of the 1933 Act
\nRegulations within the prescribed time period, and prior to Closing Time the
\nCompany will have provided evidence satisfactory<\/p>\n<\/p>\n

15<\/p>\n

\n

\n

to the Underwriters of such timely filing, and all requests of the
\nRepresentatives for additional information will have been complied with to the
\nreasonable satisfaction of the Representatives.<\/p>\n<\/p>\n

(b) Opinion of Company Counsel.<\/em> The Underwriters will have received
\nan opinion from Kendrick F. Royer, Esq., Counsel for the Company, dated as of
\nthe Closing Time and in form and substance satisfactory to counsel for the
\nUnderwriters, to the effect set forth in Exhibit A<\/u> (and including
\ncustomary qualifications, assumptions and limitations), and an opinion from
\nSkadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Company,
\ndated as of the Closing Time and in form and substance satisfactory to counsel
\nfor the Underwriters, to the effect set forth in Exhibit B<\/u> (and including
\ncustomary qualifications, assumptions and limitations).<\/p>\n<\/p>\n

(c) Opinion of Underwriters’ Counsel.<\/em> The Underwriters will have
\nreceived an opinion from Sidley Austin LLP, counsel to the Underwriters, dated
\nas of the Closing Time and in form and substance satisfactory to the
\nRepresentatives.<\/p>\n<\/p>\n

(d) Officer’s Certificate.<\/em> Except as contemplated in the Prospectus
\nand the General Disclosure Package or reflected therein by the filing of any
\namendment or supplement thereto or any Incorporated Document, at the Closing
\nTime, there will not have been, since the date of the most recent consolidated
\nfinancial statements included or incorporated by reference in the Prospectus or
\nthe General Disclosure Package, any material adverse change, or any development
\nthat is reasonably likely to result in a material adverse change, in the
\nconsolidated financial condition or consolidated results of operations of the
\nCompany and its subsidiaries, taken as a whole. The Underwriters will have
\nreceived a certificate signed by an officer of the Company, dated as of the
\nClosing Time, to the effect (i<\/em>) that there has been no such material
\nadverse change, (ii<\/em>) that the representations and warranties of the
\nCompany contained in Section 1 (other than Section 1(j)) are true and correct
\nwith the same force and effect as though expressly made at and as of the date of
\nsuch certificate, (iii<\/em>) that the Company has complied with all
\nagreements and satisfied all conditions required by this Agreement or the
\nIndenture on its part to be performed or satisfied at or prior to the date of
\nsuch certificate and (iv<\/em>) that (x) no stop order suspending the
\neffectiveness of the Registration Statement has been issued under the 1933 Act
\nand the Registration Statement, (y) to the knowledge of such officer, the
\nRegistration Statement is not the subject of a pending proceeding or examination
\nunder Section 8(d) or 8(e) of the 1933 Act and the Company is not the subject of
\na pending proceeding under Section 8A of the 1933 Act in connection with the
\noffering of the Notes and (z) to the knowledge of such officer, no proceedings
\nfor any of the foregoing purposes have been instituted or are pending or are
\ncontemplated by the Commission.<\/p>\n<\/p>\n

(e) Comfort Letter.<\/em> On the date of this Agreement, the Underwriters
\nwill have received a letter from the Company’s independent registered public
\naccounting firm, dated as of the date of this Agreement and in form and
\nsubstance satisfactory to the Representatives, containing statements and
\ninformation of a type ordinarily included in accountants’ “comfort letters” to
\nunderwriters with respect to the financial statements and certain financial
\ninformation contained or incorporated by reference in the Registration<\/p>\n<\/p>\n

16<\/p>\n

\n

\n

Statement, the General Disclosure Package and the Prospectus; and, if
\nfinancial statements for any assets, business or entity acquired by the Company
\nare included or incorporated by reference in the Registration Statement, the
\nGeneral Disclosure Package or the Prospectus, the Underwriters will have
\nreceived a similar “comfort letter” from an independent registered public
\naccounting firm, dated as of the date of this Agreement and in form and
\nsubstance satisfactory to the Representatives, with respect to such financial
\nstatements and any financial information with respect to such assets, business
\nor entity, as the case may be, contained or incorporated by reference in the
\nRegistration Statement, the General Disclosure Package and the Prospectus.<\/p>\n<\/p>\n

(f) Subsequent Delivery of Comfort Letter.<\/em> At the Closing Time, the
\nUnderwriters will have received from each independent registered public
\naccounting firm which delivered a letter pursuant to subsection 6(e), a letter,
\ndated as of the Closing Time, to the effect that they reaffirm the statements
\nmade in the letter furnished pursuant to subsection 6(e), except that the
\nspecified date referred to will be a date not more than five days prior to the
\nClosing Time.<\/p>\n<\/p>\n

(g) Other Documents.<\/em> At the Closing Time, counsel for the
\nUnderwriters will have been furnished with such documents as such counsel may
\nreasonably require for the purpose of enabling such counsel to pass upon the
\nissuance and sale of the Notes as herein contemplated and supporting
\nproceedings, or in order to evidence the accuracy and completeness of any of the
\nrepresentations and warranties, or the fulfillment of any of the conditions,
\ncontained in this Agreement.<\/p>\n<\/p>\n

If any condition specified in this Section 6 remains unfulfilled when and as
\nrequired to be fulfilled, this Agreement may be terminated by the
\nRepresentatives by notice to the Company at any time at or prior to the Closing
\nTime, and any such termination will be without liability of any party to any
\nother party, except that the acknowledgements and agreements in Section 2(c),
\nthe provisions of Section 5, and the indemnity and contribution agreements set
\nforth in Sections 7 and 8 and the provisions of Section 14 will remain in
\neffect.<\/p>\n<\/p>\n

SECTION 7. Indemnification.<\/p>\n<\/p>\n

(a) Indemnification of the Underwriters.<\/em> The Company agrees to
\nindemnify and hold harmless each Underwriter, each officer and director of each
\nUnderwriter and each person, if any, who controls an Underwriter within the
\nmeaning of Section 15 of the 1933 Act as follows:<\/p>\n<\/p>\n

(i)<\/em> against any and all loss, liability, claim, damage and expense
\nwhatsoever (including, subject to the limitations set forth in subsection 7(c),
\nthe reasonable fees and disbursements of counsel chosen by the Representatives),
\nas incurred, insofar as such loss, liability, claim, damage or expense arises
\nout of any untrue statement or alleged untrue statement of a material fact
\ncontained in the Registration Statement (or any amendment thereto), or the
\nomission or alleged omission therefrom of a material fact required to be stated
\ntherein or necessary to make the statements therein not misleading, or arises
\nout of any untrue statement or alleged untrue statement of a material fact
\ncontained in any preliminary prospectus, the General Disclosure Package, any
\nIssuer Free Writing Prospectus or the Prospectus (or any amendment or supplement
\nthereto) or the<\/p>\n<\/p>\n

17<\/p>\n

\n

\n

omission or alleged omission therefrom of a material fact necessary in order
\nto make the statements therein, in the light of the circumstances under which
\nthey were made, not misleading;<\/p>\n<\/p>\n

(ii)<\/em> against any and all loss, liability, claim, damage and expense
\nwhatsoever (including, subject to the limitations set forth in subsection 7(c),
\nthe reasonable fees and disbursements of counsel chosen by the Representatives),
\nas incurred, to the extent of the aggregate amount paid in settlement of any
\nlitigation, or investigation or proceeding by any governmental agency or body,
\ncommenced or threatened, or of any claim whatsoever, insofar as such loss,
\nliability, claim, damage or expense arises out of any such untrue statement or
\nomission, or any such alleged untrue statement or omission, if such settlement
\nis effected with the written consent of the Company; and<\/p>\n<\/p>\n

(iii)<\/em> against any and all expense whatsoever (including, subject to
\nthe limitations set forth in subsection 7(c), the reasonable fees and
\ndisbursements of counsel chosen by the Representatives), as incurred, reasonably
\nincurred in investigating, preparing or defending against any litigation, or
\ninvestigation or proceeding by any governmental agency or body, commenced or
\nthreatened, or any claim whatsoever, based upon any such untrue statement or
\nomission, or any such alleged untrue statement or omission;<\/p>\n<\/p>\n

provided, however<\/em>, that this indemnity will not apply to any loss,
\nliability, claim, damage or expense (A) to the extent arising out of or based
\nupon any untrue statement or omission or alleged untrue statement or omission
\nmade in reliance upon the Form T-1 under the 1939 Act filed as an exhibit to the
\nRegistration Statement; or (B) as to which such Underwriter may be required to
\nindemnify the Company pursuant to the provisions of subsection (b) of this
\nSection 7.<\/p>\n<\/p>\n

(b) Indemnification of the Company.<\/em> Each Underwriter agrees,
\nseverally and not jointly, to indemnify and hold harmless the Company, its
\ndirectors, each of its officers who signed the Registration Statement, and each
\nperson, if any, who controls the Company within the meaning of Section 15 of the
\n1933 Act against any and all loss, liability, claim, damage and expense
\ndescribed in the indemnity contained in subsection 7(a), as incurred, but only
\nwith respect to untrue statements or omissions, or alleged untrue statements or
\nomissions, made in the Registration Statement, any preliminary prospectus, the
\nGeneral Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus
\n(or any amendment or supplement thereto) in reliance upon and in conformity with
\nwritten information furnished to the Company by or on behalf of such Underwriter
\nthrough the Representatives expressly for use in the Registration Statement,
\nsuch preliminary prospectus, the General Disclosure Package, such Issuer Free
\nWriting Prospectus or the Prospectus (or such amendment or supplement).<\/p>\n<\/p>\n

(c) General.<\/em><\/p>\n<\/p>\n

(i)<\/em> In case any action, suit or proceeding (including any
\ngovernmental or regulatory investigation or proceeding) is brought against any
\nUnderwriter, any officer or director of such Underwriter or any person
\ncontrolling such Underwriter, based upon the Registration Statement, any
\npreliminary prospectus, the General Disclosure Package, any Issuer Free Writing
\nProspectus or the Prospectus (or any amendment or supplement<\/p>\n<\/p>\n

18<\/p>\n

\n

\n

thereto) and with respect to which indemnity may be sought against the
\nCompany pursuant to this Section 7, such Underwriter, officer, director or
\ncontrolling person will promptly notify the Company in writing, and the Company
\nwill assume the defense thereof, including the employment of counsel reasonably
\nsatisfactory to the Representatives and payment of all expenses. Failure to give
\nsuch notice will not relieve the Company from any liability under this Section 7
\nto the extent it is not materially prejudiced as a result thereof and in any
\nevent will not relieve it from any liability which it may have otherwise than on
\naccount of the indemnity contained in this Section 7 . Any such Underwriter, any
\nsuch officer or director or any such controlling person will have the right to
\nemploy separate counsel in any such action, suit or proceeding and to
\nparticipate in the defense thereof, but the fees and expenses of such separate
\ncounsel will be at the expense of such Underwriter, such officer or director or
\nsuch controlling person, unless (A) the employment of such counsel has been
\nspecifically authorized in writing by the Company, (B) the Company has failed to
\nassume the defense and employ reasonably satisfactory counsel or (C) the named
\nparties to any such action, suit or proceeding (including any impleaded parties)
\ninclude such Underwriter, such officer or director or such controlling person
\nand the Company, and such Underwriter, such officer or director or such
\ncontrolling person has been advised by such counsel that there may be one or
\nmore legal defenses available to it that are different from, or additional to,
\nthose available to the Company (in which case, if such Underwriter, such officer
\nor director or such controlling person notifies the Company in writing that it
\nelects to employ separate counsel at the expense of the Company, the Company
\nwill not have the right to assume the defense of such action, suit or proceeding
\non behalf of such Underwriter, such officer or director or such controlling
\nperson, it being understood, however, that the Company will not, in connection
\nwith any one such action or separate but substantially similar or related
\nactions in the same jurisdiction arising out of the same general allegations or
\ncircumstances, be liable for the fees and expenses of more than one separate
\nfirm of attorneys (in addition to one separate firm of attorneys acting as local
\ncounsel) for all such Underwriters, all such officers and directors and all such
\ncontrolling persons, which firm will be designated in writing by the
\nRepresentatives, on behalf of all of such Underwriters, all such officers and
\ndirectors and such controlling persons).<\/p>\n<\/p>\n

(ii)<\/em> In case any action, suit or proceeding (including any
\ngovernmental or regulatory investigation or proceeding) is brought against the
\nCompany, any of the Company’s directors or officers, or any person controlling
\nthe Company, with respect to which indemnity may be sought against any
\nUnderwriter pursuant to this Section 7, such Underwriter will have the rights
\nand duties given to the Company by subsection 7(c)(i<\/em>) with respect
\nthereto (provided that, notwithstanding the foregoing, any authorization of the
\nnature specified in clause (A) of subsection Section 7(c)(i<\/em>) may be
\ngiven only by the Representatives and copies of all notices given by the
\nCompany, any such officer or director or any such controlling person of the
\nnature specified in such subsection 7(c)(i<\/em>) will also be sent to the
\nRepresentatives), and the Company, such directors and officers and any such
\ncontrolling persons will have the rights and duties given to the Underwriters by
\nsubsection 7(c)(i<\/em>) with respect thereto, it being understood, however,
\nthat the Underwriters will not, in connection with any one such action or
\nseparate but substantially similar or related actions in the same jurisdiction
\narising out of the same general allegations or circumstances, be liable for the
\nfees and expenses of more than one<\/p>\n<\/p>\n

19<\/p>\n

\n

\n

separate firm of attorneys (in addition to one separate firm of attorneys
\nacting as local counsel) for the Company, all such officers and directors and
\nall such controlling persons, which firm will be designated in writing by the
\nCompany, on behalf of the Company, all such officers and directors and such
\ncontrolling persons.<\/p>\n<\/p>\n

SECTION 8. Contribution.<\/p>\n<\/p>\n

In order to provide for just and equitable contribution in circumstances in
\nwhich the indemnity agreement provided for in Section 7 is for any reason held
\nto be unenforceable with respect to the indemnified parties, although applicable
\nin accordance with its terms, the Company and the Underwriters will contribute
\nto the aggregate losses, liabilities, claims, damages and expenses of the nature
\ncontemplated by said indemnity agreement incurred by the Company and the
\nUnderwriters, as incurred, (i<\/em>) in such proportion as is appropriate to
\nreflect the relative benefits received by the Company, on the one hand, and the
\nUnderwriters, on the other hand, from the offering of the Notes or
\n(ii<\/em>) if the allocation provided by clause (i<\/em>) above is not
\npermitted by applicable law, in such proportion as is appropriate to reflect not
\nonly the relative benefits referred to in clause (i<\/em>) above but also the
\nrelative fault of the Company, on the one hand, and of the Underwriters, on the
\nother hand, in connection with the statements or omissions that resulted in such
\nlosses, liabilities, claims, damages and expenses. The relative benefits
\nreceived by the Company, on the one hand, and the Underwriters, on the other
\nhand, will be deemed to be in the same proportions as the total net proceeds
\nfrom the sale of the Notes (before deducting expenses) received by the Company,
\non the one hand, and the total underwriting discounts and commissions received
\nby the Underwriters, on the other hand, bear to the total price to public of the
\nNotes as set forth in the table on the cover page of the Prospectus. The
\nrelative fault of the Company, on the one hand, and the Underwriters, on the
\nother hand, will be determined by reference to, among other things, whether the
\nuntrue or alleged untrue statement of a material fact or the omission or alleged
\nomission to state a material fact relates to information supplied by the Company
\nor by the Underwriters and the parties’ relative intent, knowledge, access to
\ninformation and opportunity to correct or prevent such statement or omission.
\nThe Underwriters’ respective obligations to contribute pursuant to this Section
\n8 are several in proportion to the respective principal amounts of Notes set
\nforth opposite their names in Schedule A<\/u>, and not joint. Notwithstanding
\nthe provisions of this Section 8, no Underwriter will be required to contribute
\nany amount in excess of the amount by which the total price at which the Notes
\nunderwritten by it and distributed by the public were offered to the public
\nexceeds the amount of any damages that such Underwriter has otherwise been
\nrequired to pay by reason of such untrue or alleged untrue statement or omission
\nor alleged omission. No person guilty of fraudulent misrepresentation (within
\nthe meaning of Section 11(f) of the 1933 Act) will be entitled to contribution
\nfrom any person who was not guilty of such fraudulent misrepresentation. For
\npurposes of this Section 8, each officer and director of an Underwriter and each
\nperson, if any, who controls an Underwriter within the meaning of Section 15 of
\nthe 1933 Act will have the same rights to contribution as such Underwriter, and
\neach director of the Company, each officer of the Company who signed the
\nRegistration Statement and each person, if any, who controls the Company within
\nthe meaning of Section 15 of the 1933 Act will have the same rights to
\ncontribution as the Company. Any party entitled to contribution hereunder will,
\npromptly after receipt of notice of commencement of any action, suit or
\nproceeding against such party in respect of which a claim for contribution may
\nbe made against another party or parties under this Section 8, notify such party
\nor parties from whom contribution may be sought<\/p>\n<\/p>\n

20<\/p>\n

\n

\n

(with, in the case of any notice given by the Company or any of its officers,
\ndirectors or controlling persons, a copy to the Representatives), but the
\nomission to so notify such party or parties will not relieve the party or
\nparties from whom contribution may be sought from any obligation under this
\nSection 8 to the extent it or they are not materially prejudiced as a result
\nthereof and in any event will not relieve it or them from any other obligation
\nit or they may have otherwise than under this Section 8.<\/p>\n<\/p>\n

SECTION 9. Representations, Warranties and Agreements to Survive Delivery.\n<\/p>\n<\/p>\n

All representations, warranties and agreements contained in this Agreement
\n(including, without limitation, the provisions of Sections 7 and 8), or
\ncontained in certificates signed by any officer of the Company and delivered to
\nthe Underwriters, the Representatives or counsel for the Underwriters in
\nconnection with the transactions contemplated in this Agreement, will remain
\noperative and in full force and effect, regardless of any investigation made by
\nor on behalf of any Underwriter, any officer or director of any Underwriter or
\nany controlling person of any Underwriter, or by or on behalf of the Company,
\nand will survive delivery of and payment for any of the Notes.<\/p>\n<\/p>\n

SECTION 10. Termination.<\/p>\n<\/p>\n

(a) The Representatives may terminate this Agreement, by notice to the
\nCompany, at any time at or prior to the Closing Time if between the date of this
\nAgreement and the Closing Time:<\/p>\n<\/p>\n

(i)<\/em> there has been any material adverse change in the consolidated
\nfinancial condition of the Company and its subsidiaries, taken as a whole,<\/p>\n<\/p>\n

(ii)<\/em> there has occurred any material adverse change in the financial
\nmarkets in the United States or any outbreak or escalation of hostilities or
\nother national or international calamity or crisis, in each case set forth in
\nthis clause (ii)<\/em> the effect of which, individually or in the aggregate,
\nshall be such as to make it, in the reasonable judgment of the Representatives,
\nimpracticable to market or to enforce contracts for sale of the Notes,<\/p>\n<\/p>\n

(iii)<\/em> trading in any securities of the Company has been suspended by
\nthe Commission or a national securities exchange in the United States, or if
\ntrading generally on the New York Stock Exchange has been suspended or
\nsettlement has been materially disrupted, or minimum or maximum prices for
\ntrading have been fixed, or maximum ranges for prices for securities have been
\nrequired, by said exchange or by order of the Commission or any other
\ngovernmental authority, or if a banking moratorium has been declared by either
\nFederal or New York authorities, or<\/p>\n<\/p>\n

(iv)<\/em> any of Standard & Poor’s Corporation and Moody’s Investors
\nService, Inc. (or any of their respective successors) has publicly announced
\nthat it has (A) placed the Notes or the Company’s unsecured senior long term
\ndebt generally on what is commonly termed a “watch list” for possible
\ndowngrading or (B) downgraded the Notes or the Company’s unsecured senior long
\nterm debt generally.<\/p>\n<\/p>\n

21<\/p>\n

\n

\n

(b) If this Agreement is terminated pursuant to this Section, such
\ntermination will be without liability of any party to any other party except as
\nprovided in Section 5.<\/p>\n<\/p>\n

SECTION 11. Default by One or More of the Underwriters.<\/p>\n<\/p>\n

If one or more of the Underwriters fails at the Closing Time to purchase the
\nNotes which it or they are obligated to purchase under this Agreement (the
\n“Defaulted Notes<\/strong>“), the non-defaulting Underwriters will have
\nthe right, within 24 hours thereafter, to make arrangements for one or more of
\nsuch non-defaulting Underwriters, or any other underwriters, to purchase all,
\nbut not less than all, of the Defaulted Notes in such amounts as may be agreed
\nupon and upon the terms herein set forth; provided however<\/em>, that if
\nsuch non-defaulting Underwriters have not completed such arrangements within
\nsuch 24-hour period, then:<\/p>\n<\/p>\n

(a) if the aggregate principal amount of Defaulted Notes does not exceed 10%
\nof the aggregate principal amount of the Notes, the non-defaulting Underwriters
\nwill be obligated to purchase the full amount thereof in the proportions that
\ntheir respective underwriting obligations hereunder bear to the underwriting
\nobligations of all non-defaulting Underwriters, or<\/p>\n<\/p>\n

(b) if the aggregate principal amount of Defaulted Notes exceeds 10% of the
\naggregate principal amount of the Notes, this Agreement will terminate without
\nliability on the part of any non-defaulting Underwriter or the Company, except
\nthat the acknowledgements and agreements in Section 2(c), the provisions of
\nSection 5, and the indemnity and contribution agreements set forth in Sections 7
\nand 8 and the provisions of Section 14 will remain in effect.<\/p>\n<\/p>\n

No action pursuant to this Section will relieve any defaulting Underwriter
\nfrom liability in respect of its default.<\/p>\n<\/p>\n

In the event of any such default which does not result in a termination of
\nthis Agreement, either the Representatives or the Company will have the right to
\npostpone the Closing Time for a period not exceeding seven days in order to
\neffect any required changes in the Registration Statement or Prospectus or in
\nany other documents or arrangements. The term “Underwriter” as used in this
\nAgreement will include any underwriter substituted for a defaulting Underwriter.\n<\/p>\n<\/p>\n

SECTION 12. Notices.<\/p>\n<\/p>\n

All notices and other communications under this Agreement must be in writing
\nand will be deemed to have been duly given if mailed or transmitted by any
\nstandard form of telecommunication or, in the case of an Offering Termination
\nNotice, if given to the Company by e-mail which is not returned undeliverable.
\nNotices to the Underwriters and the Representatives must be directed to them at
\nBarclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention:
\nSyndicate Registration (fax: 646-834-8133), Citigroup Global Markets Inc., 388
\nGreenwich Street, New York, New York 10013 Attention: General Counsel (fax:
\n212-816-7912) and J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New
\nYork 10179 (fax: 212-834-6081). Notices to the Company must be directed to it at
\n10889 Wilshire Boulevard, Los Angeles, California 90024, attention of Vice
\nPresident and Treasurer (fax: 310.443.6661; e-mail: RobertJ_Williams@oxy.com).\n<\/p>\n<\/p>\n

22<\/p>\n

\n

\n

SECTION 13. Parties.<\/p>\n<\/p>\n

This Agreement will inure to the benefit of and be binding upon the
\nUnderwriters and the Company and their respective successors. Nothing expressed
\nor mentioned in this Agreement is intended or will be construed to give any
\nperson, firm or corporation, other than the parties hereto and their respective
\nsuccessors and the officers, directors and controlling persons referred to in
\nSections 7 and 8 and their heirs and legal representatives, any legal or
\nequitable right, remedy or claim under or in respect of this Agreement or any
\nprovisions herein contained. This Agreement and all conditions and provisions of
\nthis Agreement are intended to be for the sole and exclusive benefit of the
\nparties hereto and their respective successors and said officers, directors and
\ncontrolling persons and their heirs and legal representatives, and for the
\nbenefit of no other person, firm or corporation. No purchaser of Notes will be
\ndeemed to be a successor by reason merely of such purchase.<\/p>\n<\/p>\n

SECTION 14. Governing Law.<\/em><\/p>\n<\/p>\n

This Agreement and the rights and obligations of the parties created hereby
\nwill be governed by and construed in accordance with the laws of the State of
\nNew York applicable to agreements made and to be performed in such State,
\nincluding, without limitation, Section 5- 1401 of the New York General
\nObligations Law.<\/p>\n<\/p>\n

[Signature Page Follows<\/em>]<\/p>\n

\n

23<\/p>\n

\n

\n

If the foregoing is in accordance with your understanding of our agreement,
\nplease sign and return to the Company a counterpart of this Agreement, whereupon
\nthis instrument along with all counterparts will become a binding agreement
\nbetween the Underwriters and the Company in accordance with its terms.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Very truly yours,<\/p>\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

Robert J. Williams
\nVice President & Treasurer<\/p>\n<\/td>\n<\/tr>\n

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

CONFIRMED AND ACCEPTED, as of the date first above written:<\/p>\n<\/td>\n

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

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

<\/td>\n\n

BARCLAYS CAPITAL INC.<\/p>\n<\/td>\n

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

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

<\/td>\n\n

\/s\/ Yukari Saegusa<\/p>\n

\n

Yukari Saegusa
\nManaging Director
\nAuthorized Signatory<\/p>\n<\/td>\n

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

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

<\/td>\n\n

CITIGROUP GLOBAL MARKETS INC.<\/p>\n<\/td>\n

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

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

<\/td>\n\n

\/s\/ Brian D. Bednarski<\/p>\n

\n

Brian D. Bednarski
\nManaging Director
\nAuthorized Signatory<\/p>\n<\/td>\n

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

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

<\/td>\n\n

J.P. MORGAN SECURITIES LLC<\/p>\n<\/td>\n

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

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

<\/td>\n\n

\/s\/ Stephen L. Sheiner<\/p>\n

\n

Stephen L. Sheiner
\nExecutive Director
\nAuthorized Signatory<\/p>\n<\/td>\n

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

For themselves and as Representatives of the other Underwriters named in
\nSchedule A<\/u>.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Signature Page to Occidental Petroleum Corporation
\nUnderwriting Agreement<\/p>\n

\n

\n

SCHEDULE A<\/p>\n

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

Name of Underwriter <\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Principal Amount of
\n2017 Notes <\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Principal Amount of
\n2022 Notes <\/strong><\/p>\n<\/td>\n

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

Barclays Capital Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

187,500,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

135,000,000<\/p>\n<\/td>\n

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

Citigroup Global Markets Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

187,500,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

135,000,000<\/p>\n<\/td>\n

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

J.P. Morgan Securities LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

187,500,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

135,000,000<\/p>\n<\/td>\n

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

Merrill Lynch, Pierce, Fenner & Smith
\nIncorporated<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

187,500,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

135,000,000<\/p>\n<\/td>\n

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

Wells Fargo Securities, LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

87,500,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

63,000,000<\/p>\n<\/td>\n

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

Mitsubishi UFJ Securities (USA), Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

62,500,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

45,000,000<\/p>\n<\/td>\n

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

RBS Securities Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

62,500,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

45,000,000<\/p>\n<\/td>\n

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

SG Americas Securities, LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

62,500,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

45,000,000<\/p>\n<\/td>\n

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

BNP Paribas Securities Corp.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

30,000,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

21,600,000<\/p>\n<\/td>\n

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

BNY Mellon Capital Markets, LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

30,000,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

21,600,000<\/p>\n<\/td>\n

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

Credit Suisse Securities (USA) LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

30,000,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

21,600,000<\/p>\n<\/td>\n

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

Scotia Capital (USA) Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

30,000,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

21,600,000<\/p>\n<\/td>\n

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

UBS Securities LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

30,000,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

21,600,000<\/p>\n<\/td>\n

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

Banco Bilbao Vizcaya Argentaria, S.A.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

25,000,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

18,000,000<\/p>\n<\/td>\n

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

Mizuho Securities USA Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

25,000,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

18,000,000<\/p>\n<\/td>\n

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

Banca IMI S.p.A.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

12,500,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

9,000,000<\/p>\n<\/td>\n

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

Standard Chartered Bank<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

12,500,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

9,000,000<\/p>\n<\/td>\n

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

Total<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

1,250,000,000<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

900,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-1<\/p>\n

\n

\n

SCHEDULE B<\/p>\n

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

Issuer Free Writing Prospectus
\nFiled Pursuant to Rule 433
\nRegistration No. 333-176308<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Occidental Petroleum Corporation <\/strong><\/p>\n

\n

Final Term Sheet<\/p>\n

\n

August 15, 2011<\/p>\n

\n

$1,250,000,000 1.750% Senior Notes due 2017
\n$900,000,000 3.125% Senior Notes due 2022 <\/strong><\/p>\n

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

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

<\/td>\n\n

Occidental Petroleum Corporation<\/p>\n<\/td>\n<\/tr>\n

\n

Trade Date:<\/p>\n<\/td>\n

<\/td>\n\n

August 15, 2011<\/p>\n<\/td>\n<\/tr>\n

\n

Settlement Date:<\/p>\n<\/td>\n

<\/td>\n\n

August 18, 2011 (T+3)<\/p>\n<\/td>\n<\/tr>\n

\n

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

<\/td>\n\n

Registration Statement No. 333-176308<\/p>\n<\/td>\n<\/tr>\n

\n

1.750% Senior Notes due 2017<\/strong><\/p>\n<\/td>\n

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

Principal Amount:<\/p>\n<\/td>\n

<\/td>\n\n

$1,250,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

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

<\/td>\n\n

February 15, 2017<\/p>\n<\/td>\n<\/tr>\n

\n

Interest Payment Dates:<\/p>\n<\/td>\n

<\/td>\n\n

Semi-annually in arrears on February 15 and August 15, commencing February
\n15, 2012<\/p>\n<\/td>\n<\/tr>\n

\n

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

<\/td>\n\n

1.750% per year, accruing from August 18, 2011<\/p>\n<\/td>\n<\/tr>\n

\n

Benchmark Treasury:<\/p>\n<\/td>\n

<\/td>\n\n

1.50% due July 2016<\/p>\n<\/td>\n<\/tr>\n

\n

Benchmark Treasury Yield:<\/p>\n<\/td>\n

<\/td>\n\n

0.984%<\/p>\n<\/td>\n<\/tr>\n

\n

Spread to Benchmark Treasury:<\/p>\n<\/td>\n

<\/td>\n\n

+95 bps<\/p>\n<\/td>\n<\/tr>\n

\n

Yield to Maturity:<\/p>\n<\/td>\n

<\/td>\n\n

1.934%<\/p>\n<\/td>\n<\/tr>\n

\n

Initial Price to Public:<\/p>\n<\/td>\n

<\/td>\n\n

99.046% per 2017 note<\/p>\n<\/td>\n<\/tr>\n

\n

Make-Whole Call:<\/p>\n<\/td>\n

<\/td>\n\n

At any time at the greater of (i) 100% of the principal amount and (ii) the
\npresent value of remaining scheduled payments of principal and interest
\n(excluding interest accrued to the redemption date) discounted at the Adjusted
\nTreasury Rate (as defined in the preliminary prospectus supplement referred to
\nbelow) plus 15 basis points.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-1<\/p>\n

\n

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

CUSIP \/ ISIN:<\/p>\n<\/td>\n

<\/td>\n\n

674599CB9 \/ US674599CB95<\/p>\n<\/td>\n<\/tr>\n

\n

3.125% Senior Notes due 2022<\/strong><\/p>\n<\/td>\n

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

Principal Amount:<\/p>\n<\/td>\n

<\/td>\n\n

$900,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

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

<\/td>\n\n

February 15, 2022<\/p>\n<\/td>\n<\/tr>\n

\n

Interest Payment Dates:<\/p>\n<\/td>\n

<\/td>\n\n

Semi-annually in arrears on February 15 and August 15, commencing February
\n15, 2012<\/p>\n<\/td>\n<\/tr>\n

\n

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

<\/td>\n\n

3.125% per year, accruing from August 18, 2011<\/p>\n<\/td>\n<\/tr>\n

\n

Benchmark Treasury:<\/p>\n<\/td>\n

<\/td>\n\n

2.125% due August 2021<\/p>\n<\/td>\n<\/tr>\n

\n

Benchmark Treasury Yield:<\/p>\n<\/td>\n

<\/td>\n\n

2.292%<\/p>\n<\/td>\n<\/tr>\n

\n

Spread to Benchmark Treasury:<\/p>\n<\/td>\n

<\/td>\n\n

+105 bps<\/p>\n<\/td>\n<\/tr>\n

\n

Yield to Maturity:<\/p>\n<\/td>\n

<\/td>\n\n

3.342%<\/p>\n<\/td>\n<\/tr>\n

\n

Initial Price to Public:<\/p>\n<\/td>\n

<\/td>\n\n

98.093% per 2022 note<\/p>\n<\/td>\n<\/tr>\n

\n

Make-Whole Call; Par Call:<\/p>\n<\/td>\n

<\/td>\n\n

At any time prior to November 15, 2021 at the greater of (i) 100% of the
\nprincipal amount and (ii) the present value of remaining scheduled payments of
\nprincipal and interest (excluding interest accrued to the redemption date)
\ndiscounted at the Adjusted Treasury Rate (as defined in the preliminary
\nprospectus supplement referred to below) plus 20 basis points; At any time on
\nand after November 15, 2021, at 100% of the principal amount, plus accrued and
\nunpaid interest.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-2<\/p>\n

\n

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

CUSIP \/ ISIN:<\/p>\n<\/td>\n

<\/td>\n\n

674599CC7 \/ US674599CC78<\/p>\n<\/td>\n<\/tr>\n

\n

Joint Book-Running Managers:<\/p>\n<\/td>\n

<\/td>\n\n

Barclays Capital Inc.
\nCitigroup Global Markets Inc.
\nJ.P. Morgan Securities LLC
\nMerrill Lynch, Pierce, Fenner & Smith
\nIncorporated
\nWells Fargo Securities, LLC<\/p>\n<\/td>\n<\/tr>\n

\n

Co-Managers:<\/p>\n<\/td>\n

<\/td>\n\n

Banca IMI S.p.A.
\nBanco Bilbao Vizcaya Argentaria, S.A.
\nBNP Paribas Securities Corp.
\nBNY Mellon Capital Markets, LLC
\nCredit Suisse Securities (USA) LLC
\nMitsubishi UFJ Securities (USA), Inc.
\nMizuho Securities USA Inc.
\nRBS Securities Inc.
\nScotia Capital (USA) Inc.
\nSG Americas Securities, LLC
\nStandard Chartered Bank
\nUBS Securities LLC<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The issuer has filed a registration statement (including a
\nprospectus) with the SEC for the offering to which this communication relates.
\nBefore you invest, you should read the prospectus in that registration statement
\nand other documents the issuer has filed with the SEC for more complete
\ninformation about the issuer and this offering. You may get these documents for
\nfree by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the
\nissuer, any underwriter or any dealer participating in the offering will arrange
\nto send you the prospectus if you request it by calling Barclays Capital Inc.
\ntoll-free at 1-888-603-5847, Citigroup Global Markets Inc. toll-free at
\n1-877-858-5407 or J.P. Morgan Securities LLC collect at 212-834-4533.<\/strong>\n<\/p>\n<\/p>\n

This final term sheet supplements, and should be read in conjunction
\nwith, Occidental Petroleum Corporation’s preliminary prospectus supplement dated
\nAugust <\/strong>15, 2011 and accompanying prospectus dated August
\n<\/strong>15, 2011 and the documents incorporated by reference
\ntherein.<\/strong><\/p>\n<\/p>\n

Any disclaimer or other notice that may appear below is not
\napplicable to this communication and should be disregarded. Such disclaimer or
\nnotice was automatically generated as a result of this communication being sent
\nby Bloomberg or another email system.<\/strong><\/p>\n<\/p>\n

B-3<\/p>\n

\n

\n

SCHEDULE C<\/p>\n

\n

Issuer General Use Free Writing Prospectuses<\/p>\n

\n

1.<\/p>\n<\/p>\n

Final Term Sheet Dated August 15, 2011<\/p>\n<\/p>\n

C-1<\/p>\n

\n

\n<\/p>\n

QuickLinks<\/a><\/p>\n

\nExhibit
\n1.1<\/a><\/p>\n

\nOCCIDENTAL
\nPETROLEUM CORPORATION UNDERWRITING AGREEMENT<\/a>
\nOccidental
\nPetroleum Corporation<\/a>
\n$1,250,000,000
\n1.750% Senior Notes due 2017 $900,000,000 3.125% Senior Notes due 2022<\/a><\/p>\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":[9629,9634],"class_list":["post-43969","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-occidental-petroleum-corp","corporate_contracts_industries-energy__exploration","corporate_contracts_types-securities","corporate_contracts_types-securities__underwriting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43969","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=43969"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43969"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43969"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43969"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}