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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JUNE 30, 1999
OCCIDENTAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-9210 95-4035997
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
10889 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(Address of principal executive offices) (ZIP code)
Registrant's telephone number, including area code:
(310) 208-8800
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Item 5. Other Events
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On June 30, 1999, Occidental Petroleum Corporation commenced a program
offering from time to time up to $1,000,000,000 aggregate initial offering price
of its Medium-Term Senior Notes, Series C and its Medium-Term Subordinated
Notes, Series A (collectively, the "Notes").
Occidental has previously filed a Registration Statement on Form S-3 (File
No. 333-79541) in respect of securities including the Notes, which Registration
Statement was declared effective by the Securities and Exchange Commission on
June 11, 1999. Thereafter, Occidental and Chase Securities Inc., Credit Suisse
First Boston Corporation, Lehman Brothers Inc., Merrill, Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley & Co. entered into the Distribution
Agreement dated June 30, 1999, relating to the sale and purchase of the Notes.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
Exhibit 1.1 Distribution Agreement, dated June 30, 1999, among
Occidental Petroleum Corporation and Chase Securities Inc.,
Credit Suisse First Boston Corporation, Lehman Brothers Inc.,
Merrill, Lynch, Pierce, Fenner & Smith Incorporated and Morgan
Stanley & Co.
Exhibit 4.1 Officers' Certificate, dated June 30, 1999,
pursuant to the Indenture (Senior Debt Securities), dated as of
April 1, 1998, between Occidental and The Bank of New York, as
trustee, and the Indenture (Subordinated Debt Securities), dated
as of January 20, 1999, between Occidental and The Bank of New
York, as trustee, including the forms of the Notes.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OCCIDENTAL PETROLEUM CORPORATION
(Registrant)
DATE: July 2, 1999 S. P. Dominick, Jr.
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S. P. Dominick, Jr., Vice President and Controller
(Chief Accounting and Duly Authorized Officer)
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OCCIDENTAL PETROLEUM CORPORATION
MEDIUM-TERM SENIOR NOTES, SERIES C
MEDIUM-TERM SUBORDINATED NOTES, SERIES A
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
DISTRIBUTION AGREEMENT
June 30, 1999
CHASE SECURITIES INC.
270 Park Avenue
New York, New York 10017
CREDIT SUISSE FIRST BOSTON CORPORATION
Eleven Madison Avenue
New York, New York 10010-3629
LEHMAN BROTHERS INC.
3 World Financial Center
New York, New York 10281-1218
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
North Tower
New York, New York 10281-1310
MORGAN STANLEY & CO. INCORPORATED
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
Occidental Petroleum Corporation, a Delaware corporation (the "Company"),
confirms its agreement with each of Chase Securities Inc., Credit Suisse First
Boston Corporation, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated (each an "Agent" and
collectively, the "Agents") with respect to the issue and sale by the Company of
its Medium-Term Senior Notes, Series C (the "Senior Notes") and its Medium-Term
Subordinated Notes, Series A (the "Subordinated Notes" and, together with the
Senior Notes, the "Notes"). The Senior Notes are to be issued pursuant to an
indenture (the "Senior Indenture," which term, for the purpose of this
Agreement, shall include the Officers' Certificate delivered from time to time
pursuant to Sections 201 and 301 of the Senior Indenture), dated as of April 1,
1998, between the Company and The Bank of New York, as
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trustee (the "Trustee"). The Subordinated Notes are to be issued pursuant to an
indenture (the "Subordinated Indenture", which term, for the purpose of this
Agreement, shall include the Officer's Certificate delivered from time to time
pursuant to Sections 201 and 301 of the Subordinated Indenture), dated as of
January 20, 1999 between the Company and the Trustee. The Senior Indenture and
the Subordinated Indenture are herein referred to collectively as the
"Indentures". As of the date hereof, the Company has authorized the issuance of
up to U.S. $1,000,000,000 aggregate initial offering price (or its equivalent,
based upon the applicable exchange rate at the time of issuance, in such foreign
currencies or currency units as the Company shall designate at the time of
issuance) of Notes to be distributed through or sold to the Agents pursuant to
the terms of this Agreement. It is understood, however, that the Company may
from time to time authorize the issuance of additional Notes and that, at the
option of the Company, such Notes may be distributed through or sold to the
Agents pursuant to the terms of this Agreement, all as though the issuance of
such Notes were authorized as of the date hereof.
This Agreement provides both for the sale of Notes by the Company to
purchasers, in which case the Agents will act as agents of the Company in
soliciting Note purchasers, and (as may from time to time be agreed to by the
Company and one or more Agents) to such Agent or Agents as principal for resale
to purchasers. In addition, notwithstanding anything herein to the contrary, the
Company may, without the consent of the Agents, solicit or accept offers to
purchase Notes from any person for their account ("direct placements"). It is
understood that the Agents are not acting as agents of the Company in direct
placements.
Subject to the terms and conditions stated herein and subject to the
reservation by the Company of the right to sell Notes directly on its own behalf
and to any person, and to designate and select additional agents to become
parties to this Agreement, which agency may be on an on-going basis or ,upon
notice to the Agents, a one-time basis, the Company hereby (i) appoints each
Agent as an agent of the Company for the purpose of soliciting offers to
purchase the Notes from the Company by others and (ii) agrees that whenever the
Company determines to sell Notes directly to an Agent as principal for resale to
others, it will enter into a Terms Agreement relating to such sale in accordance
with the provisions of Section 2(b) hereof. Each Agent will make reasonable
efforts to assist the Company in obtaining performance by each purchaser whose
offer to purchase Notes from the Company has been solicited by such Agent, as
agent, and accepted by the Company, but such Agent shall not have any liability
to the Company in the event any such purchase is not consummated for any reason.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-79541), and
pre-effective amendment no. 1 thereto for the registration of, among other
securities, senior debt securities and subordinated debt securities, including
the Notes, under the Securities Act of 1933, as amended (the "1933 Act"), and
the offering thereof from time to time in accordance with Rule 415 of the rules
and regulations of the Commission under the 1933 Act (the "1933 Act
Regulations"). Such registration statement, as amended, has been declared
effective by the Commission and each of the Indentures has been qualified under
the Trust Indenture Act of 1939, as amended (the "1939 Act"). Such registration
statement (as amended, and any further registration statements which may be
filed by the Company for the purpose of registering additional Notes and which
the Company and the Agents agree are to be covered by this Agreement) and the
prospectus constituting a part thereof, together with any prospectus supplement
relating to the Notes,
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including, in each case, all Incorporated Documents (as hereinafter defined), as
from time to time amended or supplemented by the filing of documents pursuant to
the Securities Exchange Act of 1934, as amended (the "1934 Act"), or the 1933
Act or otherwise, are referred to herein as the "Registration Statement" and the
"Prospectus," respectively, except that, if any revised prospectus or prospectus
supplement shall be provided to the Agents by the Company for use in connection
with the offering of the Notes that is not required to be filed by the Company
pursuant to Rule 424(b) of the 1933 Act Regulations, the term "Prospectus" shall
refer to such revised prospectus or prospectus supplement, as the case may be,
from and after the time it is first provided to the Agents for such use. If the
Company files a related registration statement with the Commission pursuant to
Rule 462(b) of the 1933 Act Regulations (the "Rule 462(b) Registration
Statement"), then, after such filing, all references to the "Registration
Statement" shall include the Rule 462(b) Registration Statement. Any reference
herein to the Registration Statement, any preliminary prospectus or the
Prospectus shall be deemed to refer to and include the documents, financial
statements and schedules incorporated, or deemed to be incorporated, by
reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, and any
reference to any amendment or supplement to the Registration Statement or the
Prospectus shall be deemed to refer to and include any documents, financial
statements and schedules filed by the Company with the Commission under the 1934
Act and so incorporated, or deemed to be incorporated, by reference (such
incorporated documents, financial statements and schedules being herein called
the "Incorporated Documents"). Notwithstanding the foregoing, for purposes of
this Agreement any prospectus supplement prepared or filed with respect to an
offering pursuant to the Registration Statement of a series of securities other
than the Notes shall not be deemed to have supplemented the Prospectus. For
purposes of this Agreement, all references to the Registration Statement,
Prospectus or preliminary prospectus or to any amendment or supplement thereto
shall be deemed to include any copy filed with the Commission pursuant to its
Electronic Data Gathering, Analysis and Retrieval system ("EDGAR").
Notwithstanding anything herein to the contrary, the Company and each of
the Agents agree that the Agents shall have no obligations under this Agreement
with respect to the Subordinated Notes unless and until the Company shall have
delivered to each of the Agents written evidence of the ratings of the
Subordinated Notes from each of Moody's Investors Services, Inc., and Standard &
Poor's Corporation, or their respective successors, or other evidence of such
ratings which is reasonably satisfactory to the Agents.
SECTION 1. Representations and Warranties.
(a) The Company represents and warrants to each Agent as of the date
hereof, as of the date of each acceptance by the Company of an offer for the
purchase of Notes (whether through an Agent as agent or from an Agent as
principal), as of the date of each delivery of Notes by the Company to the
purchasers (whether through an Agent as agent or to an Agent as principal) (the
date of each such delivery to an Agent as principal being hereafter referred to
as a "Settlement Date"), and as of the dates referred to in Section 6(a) hereof
(each of the dates referenced above being referred to hereafter as a
"Representation Date"), as follows:
(i) The Incorporated Documents, when they were filed or became
effective (or, if an amendment with respect to any such Incorporated
Document was filed or became effective, when such amendment was filed or
became effective) with the
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Commission, as the case may be, complied in all material respects with the
requirements of the 1934 Act and the rules and regulations of the
Commission under the 1934 Act (the "1934 Act Regulations"), and any
Incorporated Documents filed subsequent to the date hereof and prior to the
termination of the offering of the Notes, will, when they are filed with
the Commission, comply in all material respects with the requirements of
the 1934 Act and the 1934 Act Regulations; no such Incorporated Document,
when it was filed or became effective (or, if an amendment with respect to
any such Incorporated Document was filed or became effective, when such
amendment was filed or became effective) with the Commission, contained,
and no Incorporated Document filed subsequent to the date hereof and prior
to the termination of the offering of the Notes will contain, an untrue
statement of a material fact or omitted, or will omit, to state a material
fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were or will be
made, not misleading.
(ii) Each preliminary prospectus, if any, relating to the Notes filed
as part of the Registration Statement as originally filed or as part of any
amendment thereto, or filed pursuant to Rule 424 of the 1933 Act
Regulations, when so filed, and the Registration Statement, at the time it
became effective, complied in all material respects with the provisions of
the 1933 Act and the 1933 Act Regulations; at the applicable Representation
Date, the Registration Statement and the Prospectus, and any supplement or
amendment thereto relating to the Notes, comply and will comply in all
material respects with the provisions of the 1933 Act and the 1933 Act
Regulations; and (a) the Registration Statement and any such supplement or
amendment thereto relating to the Notes, at all such times did not and will
not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading and (b) the Prospectus, and any such
supplement or amendment thereto relating to the Notes, at all such times
did not and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they
were or will be made, not misleading; except that this representation and
warranty does not apply to statements or omissions in the Registration
Statement, the Prospectus or any preliminary prospectus, or any amendment
or supplement thereto, made in reliance upon information furnished to the
Company in writing by or on behalf of the Agents expressly for use therein
or to those parts of the Registration Statement that constitute the
Trustee's Statement of Eligibility on Form T-1 under the 1939 Act (the
"Form T-1"). There is no contract or document of a character required to be
described in the Registration Statement or the Prospectus or to be filed as
an exhibit to the Registration Statement that is not described or filed as
required. In the event that the Registration Statement (including any
prospectus filed as part of the Registration Statement), any preliminary
prospectus or the Prospectus or any amendment or supplement to any of the
foregoing was or is filed electronically pursuant to EDGAR, then the
Registration Statement (including any prospectus filed as part thereof),
such preliminary prospectus, the Prospectus and any such amendment or
supplement delivered to the Agents for use in connection with the offering
of the Notes was or will be, as the case may be, identical (as to content)
to the electronically transmitted copy thereof filed with the Commission
pursuant to EDGAR, except to the extent permitted by Regulation S-T.
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(iii) This Agreement, the Indentures, the Notes and any applicable
Terms Agreement have been duly authorized by the Company and conform in all
material respects to the descriptions thereof in the Prospectus.
(iv) The Indentures (assuming the due execution and delivery thereof
by the Trustee) are, and the Notes (when executed by the Company and
authenticated in accordance with the appropriate Indenture and delivered to
and paid for by the purchasers thereof) will be, the legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as such enforceability may be limited
by (A) bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting the enforcement of
creditors' rights generally, (B) general principles of equity (regardless
of whether such enforcement is considered in a proceeding in equity or at
law), (C) requirements that a claim with respect to any Notes denominated
other than in United States dollars (or a judgment denominated other than
in United States dollars in respect of such claim) be converted into United
States dollars at a rate of exchange prevailing on a date determined
pursuant to applicable law and (D) governmental authority to limit, delay
or prohibit the making of payments outside the United States or in a
foreign currency. The Notes (when executed by the Company and authenticated
in accordance with the terms of the appropriate Indenture and delivered to
and paid for by the purchasers thereof) will be entitled to the benefits of
the appropriate Indenture (subject to the exceptions set forth in the
preceding sentence).
(v) The Company and each of Occidental Chemical Holding Corporation, a
California corporation, and Occidental Oil and Gas Corporation, a
California corporation, until such time as the fact that any such entity is
no longer majority owned by the Company shall have been disclosed in the
Registration Statement and the Prospectus (each a "Principal Domestic
Subsidiary" and collectively the "Principal Domestic Subsidiaries") is a
validly existing corporation in good standing under the laws of its state
of incorporation. The Company and each Principal Domestic Subsidiary has
full corporate power and authority to own its properties and carry on its
business as presently conducted, as described in the Prospectus, and is
duly registered or qualified to conduct business, and is in good standing,
in each jurisdiction in which it owns or leases property or transacts
business and in which such registration or qualification is necessary,
except as to jurisdictions where the failure to do so would not have a
material adverse effect on the Company and its subsidiaries, taken as a
whole. All of the outstanding capital stock or other securities evidencing
equity ownership of each Principal Domestic Subsidiary has been duly and
validly authorized and issued and is fully paid and non-assessable, and,
except as otherwise disclosed in the Registration Statement and the
Prospectus, is owned by the Company, directly or indirectly through
subsidiaries, free and clear of any security interest, claim, lien or
encumbrance. Except as otherwise disclosed in the Registration Statement
and the Prospectus, there are no outstanding rights, warrants or options to
acquire, or instruments convertible into or exchangeable for, any shares of
capital stock or other equity interest in any such Principal Domestic
Subsidiary, except for rights, warrants or options held by the Company.
(vi) Except as contemplated in the Prospectus or reflected therein by
the filing of any amendment or supplement thereto or any Incorporated
Document, since the date of
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the most recent consolidated financial statements included or incorporated
by reference in the Registration Statement and the Prospectus, unless the
Company has notified the Agents as provided in Section 3(d) hereof, there
has not been any material adverse change, or any development which is
reasonably likely to result in a material adverse change, in the
consolidated financial condition or consolidated results of operations of
the Company and its subsidiaries, taken as a whole.
(vii) The Company is not in violation of its Restated Certificate of
Incorporation or Bylaws, in each case, as amended. The execution and
delivery of this Agreement by the Company, the issuance and sale of the
Notes and the performance by the Company of its obligations under this
Agreement, the Indentures and any applicable Terms Agreement will not
conflict with or constitute a breach of or a default (with the passage of
time or otherwise) under (A) the Restated Certificate of Incorporation or
Bylaws of the Company, in each case, as amended, (B) subject to the
Company's compliance with any applicable covenants pertaining to its
incurrence of unsecured indebtedness contained therein, any agreement or
instrument (which is, individually or in the aggregate, material to the
Company and its subsidiaries, taken as a whole) to which the Company is a
party or by which it is bound or (C) any order of any court or governmental
agency or authority presently in effect and applicable to the Company or
any Principal Domestic Subsidiary. Except for orders, permits and similar
authorizations required under the securities or Blue Sky laws of certain
jurisdictions, including jurisdictions outside the United States, or
required of any securities exchange on which any of the Notes might be
listed, no consent, approval, authorization or other order of any
regulatory body, administrative agency or other governmental body is
legally required for the valid issuance and sale of the Notes. As of the
date of each acceptance by the Company of an offer for the purchase of
Notes and as of the date of each delivery of Notes by the Company, the
Company by such acceptance or delivery, as the case may be, shall be deemed
to represent and warrant to the Agents that, both immediately before and
immediately after giving effect to such acceptance or delivery, the Company
shall be in compliance with the requirements of any applicable covenants
pertaining to its incurrence of unsecured indebtedness contained in the
agreements or instruments referred to in clause (B) above.
(viii) To the best of the Company's knowledge, the accountants who
have audited and reported upon the consolidated financial statements filed
with the Commission as part of the Registration Statement and the
Prospectus are independent accountants as required by the 1933 Act. The
consolidated financial statements included in the Registration Statement
and Prospectus, or incorporated therein by reference, fairly present the
consolidated financial position and results of operations of the entities
to which such statements relate at the respective dates and for the
respective periods to which they apply. Such consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles consistently applied, except as set forth in the
Registration Statement and Prospectus.
(b) Additional Certifications. Any certificate signed by any officer of the
Company and delivered to an Agent or to counsel for the Agents in connection
with an offering of Notes
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shall be deemed a representation and warranty by the Company to such Agent as to
the matters covered thereby on the date of such certificate.
SECTION 2. Solicitations as Agents; Purchases as Principals.
(a) Solicitations as Agents. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein set
forth, each Agent agrees, as an agent of the Company, to use its best efforts to
solicit offers to purchase the Notes upon the terms and subject to the
conditions set forth herein and in the Prospectus. The Agents are not authorized
to appoint sub-agents or to engage the services of any other broker or dealer in
connection with the offer or sale of the Notes as agents. In connection with the
solicitation of offers to purchase Notes, the Agents are not authorized to
provide any written information relating to the Company to any prospective
purchaser other than the Prospectus and the Incorporated Documents.
The Company reserves the right, in its sole discretion, to suspend
solicitation of offers to purchase the Notes commencing at any time for any
period of time or permanently. Upon receipt of instructions from the Company,
the Agents will forthwith suspend solicitation of offers to purchase the Notes
from the Company until such time as the Company has advised the Agents that such
solicitation may be resumed.
The Company agrees to pay each Agent a commission, which such Agent is
hereby authorized to deduct from the sales proceeds of each Note sold by the
Company as a result of a solicitation made by such Agent, as an agent of the
Company, equal to the applicable percentage of the principal amount of each such
Note, as set forth in Exhibit A hereto. Without the consent of the Company, no
Agent may reallow any portion of the commission payable pursuant hereto to
dealers or purchasers in connection with the offer and sale of any Notes as
agents.
As an agent, each Agent is authorized, except during periods of suspension
as provided in this Agreement, to solicit offers to purchase the Notes. Each
Agent shall communicate to the Company, orally or in writing, each reasonable
offer to purchase Notes received by such Agent, as agent. Each Agent shall have
the right in its discretion reasonably exercised to reject any offer to purchase
the Notes received by such Agent that it does not deem reasonable, and any such
rejection shall not be deemed a breach of such Agent's agreements contained
herein. The Company shall have the sole right to accept offers to purchase the
Notes and may reject any such offer in whole or in part, and any such rejection
shall not be deemed to be a breach of any agreement of the Company contained
herein. The purchase price, interest rate, or formula, maturity date and other
terms of the Notes agreed upon by the Company shall be set forth in a pricing
supplement to the Prospectus to be prepared following each acceptance by the
Company of an offer for the purchase of Notes (a "Pricing Supplement"). All
Notes will be issued at 100% of their principal amount, unless otherwise agreed
to by the Company. Each Agent acknowledges and agrees that any funds which such
Agent receives in respect of a purchase of Notes, which purchase has been
solicited by such Agent, as agent of the Company, will be received, held and
disposed of by such Agent, as agent of the Company.
(b) Purchases as Principal. Each sale of Notes to an Agent as principal
shall be made in accordance with the terms contained herein and pursuant to a
separate agreement which will provide for the sale of such Notes to, and the
purchase and any reoffering thereof by, such Agent.
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Each such separate agreement (which may be an oral agreement if confirmed within
24 hours thereafter by an exchange of any standard form of written
telecommunication (including facsimile transmission) between the Agent and the
Company) is herein referred to as a "Terms Agreement." Unless the context
otherwise requires, each reference contained herein to "this Agreement" shall be
deemed to include any applicable Terms Agreement between the Company and the
Agent. Each such Terms Agreement, whether oral (and confirmed in writing, which
confirmation may be by facsimile transmission) or in writing, shall be with
respect to such information (as applicable) as is specified in Exhibit B hereto.
An Agent's commitment to purchase Notes pursuant to any Terms Agreement shall be
deemed to have been made on the basis of the representations and warranties of
the Company herein contained and shall be subject to the terms and conditions
herein set forth. Unless expressly prohibited by the Company pursuant to the
Terms Agreement relating to a sale of Notes to the Agent, each Agent is
authorized to utilize a selling or dealer group in connection with the resale of
the Notes purchased pursuant to such Terms Agreement. In connection with any
brokers or dealers whose services are engaged by any Agent with respect to the
offer or sale of the Notes, such Agent agrees that it will use its best efforts
to cause such brokers or dealers to comply with the terms and provisions of this
Agreement, the applicable provisions of the 1933 Act and the 1934 Act and the
applicable rules and regulations of the Commission thereunder, the applicable
rules and regulations of the National Association of Securities Dealers, Inc.
and the applicable rules of any securities exchange having jurisdiction over the
offering of the Notes.
(c) Administrative Procedures. Administrative procedures with respect to
the sale of Notes shall be agreed upon from time to time by the Agents and the
Company (the "Procedures"). The Procedures initially agreed upon shall be those
set forth in Exhibit C hereto. The Agents and the Company agree to perform the
respective duties and obligations specifically provided to be performed by the
Agents and the Company herein and in the Procedures.
(d) Foreign Offerings. Each Agent represents and agrees that (i) it has not
solicited, and will not solicit, offers to purchase any of the Notes from, (ii)
it has not sold, and will not sell, any of the Notes to, and (iii) it has not
distributed, and will not distribute, the Prospectus to, any person or entity in
any jurisdiction outside of the United States (collectively "Foreign Offers and
Sales") except, in each case, in compliance in all material respects with all
applicable laws and, in connection with the initial offering of, or subscription
for, any of the Notes, only with the prior written consent of the Company and in
full compliance with any requirements and procedures established by the Company
with respect to any such Foreign Offers and Sales. For the purposes of this
paragraph, "United States" means the United States of America, its territories,
its possessions (including the Commonwealth of Puerto Rico) and other areas
subject to its jurisdiction.
In particular and without limiting the generality of the foregoing:
(i) Each Agent, severally and not jointly, agrees to distribute, in
connection with any Foreign Offers and Sales, only those Prospectuses used
in connection therewith that have been appropriately "stickered" for use in
the jurisdiction in which such Foreign Offers and Sales are to be made.
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(ii) With respect to the United Kingdom, each Agent, severally and not
jointly, represents and agrees that (A) it has not offered or sold and will
not offer or sell any Notes to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations
1995, (B) it has complied and will comply with all applicable provisions of
the Financial Services Act of 1986 (the "Financial Services Act") with
respect to anything done by it in relation to the Notes in, from or
otherwise involving the United Kingdom and (C) it has only issued or passed
on, and will only issue or pass on, in the United Kingdom any document
received by it in connection with the issue of the Notes, other than any
document which consists of or any part of listing particulars,
supplementary listing particulars or any other document required or
permitted to be published by listing rules under Part IV of the Financial
Services Act, to a person who is of a kind described in Article 11(3) of
the Financial Services Act 1986 (Investment Advertisements) (Exemptions)
Order 1996 or is a person to whom such document may otherwise lawfully be
issued or passed on.
(iii) With respect to the Provinces of Canada (the "Provinces"), each
Agent, severally and not jointly, represents and agrees that, in connection
with the initial offering of any of the Notes, (A) it will not, directly or
indirectly, offer or sell any of the Notes in any of the Provinces or to,
or for the benefit of, any resident of any of the Provinces after the date
(the "Canadian Ending Date") set by the Company for the end of the offer of
such Notes, and, without the prior written consent of the Company, it will
not distribute or permit to be distributed any Prospectus in any of the
Provinces or to, or for the benefit of, any resident of any of the
Provinces after the Canadian Ending Date, (B) with respect to anything done
by such Agent in relation to the Notes in, from, or otherwise involving,
any of the Provinces, it has complied, and will comply, in all material
respects, with all applicable provisions of the securities legislation of
Canada and the Provinces (the "Canadian Securities Legislation")
(including, without limitation, the conveyance, or the provision of
assistance to the Company in conveying, any right of rescission, damages or
other right as required by applicable Canadian Securities Legislation) so
that any offer or sale of any of the Notes in the Provinces, or any of
them, will qualify for exemptions from prospectus, registration and
equivalent requirements, or exemptions from other applicable requirements,
as prescribed by the Canadian Securities Legislation in force at the time
when such offer or sale is made, provided that such offer or sale is made
pursuant to the Prospectus, as supplemented to the extent required by the
Canadian Securities Legislation (the Prospectus, as so supplemented,
hereinafter referred to as the "Canadian Offering Memorandum"), (C) with
respect to Notes offered or sold, or to be offered or sold, by such Agent,
or Notes purchased, or to be purchased, by such Agent, it has provided, and
will provide, investors, where required pursuant to the provisions of
applicable Canadian Securities Legislation, with (1) the Canadian Offering
Memorandum, and (2) a list of the documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act
subsequent to the date of the Prospectus dated June 30, 1999 and will
obtain from each of such investors an acknowledgment in form satisfactory
to the Company, and (D) with respect to any such sale of the Notes made by
such Agent, such Agent will effect all necessary
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filings in connection with such sale, including, without limitation, any
required filings of (x) reports of trades and (y) the Canadian Offering
Memorandum, in each case with provincial securities commissions, as
required pursuant to the provisions of applicable Canadian Securities
Legislation.
SECTION 3. Covenants of the Company.
The Company covenants with each Agent as follows:
(a) Notice of Certain Events. The Company will notify the Agents promptly
(i) of the effectiveness of any post-effective amendment to the Registration
Statement (other than a post-effective amendment relating solely to an offering
of securities other than the Notes), (ii) of the transmittal to the Commission
for filing of any supplement to the Prospectus (other than a Pricing Supplement
or a supplement relating solely to an offering of securities other than the
Notes) or any document to be filed pursuant to the 1934 Act which will be
incorporated by reference in the Prospectus, (iii) of the receipt of any
comments from the Commission with respect to the Registration Statement, the
Rule 462(b) Registration Statement or the Prospectus, (iv) of any request by the
Commission for any amendment to the Registration Statement or the Rule 462(b)
Registration Statement or any amendment or supplement to the Prospectus or for
additional information, (v) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the Rule 462(b)
Registration Statement or the initiation of any proceedings for that purpose and
(vi) of the receipt of notice from one or more of Standard & Poor's Corporation,
Moody's Investors Service, Inc., Duff & Phelps Inc. and Fitch IBCA, Inc. (or any
of their respective successors) that the Notes have been or are going to be
placed on what is commonly termed a "watch list" for possible downgrading. The
Company will make every reasonable effort to prevent the issuance of any such
stop order and, if any such stop order is issued, to obtain the lifting thereof
at the earliest possible moment.
(b) Notice of Certain Proposed Filings. The Company will give the Agents
advance notice of its intention to file any additional registration statement
with respect to the registration of additional Notes to be covered by this
Agreement, any amendment to the Registration Statement (including any Rule
462(b) Registration Statement) or any amendment or supplement to the prospectus
included in the Registration Statement at the time it became effective or any
amendment or supplement to the Prospectus (other than a Pricing Supplement or an
amendment or supplement relating solely to an offering of securities other than
the Notes), whether by the filing of documents pursuant to the 1934 Act, the
1933 Act or otherwise, and will furnish the Agents with copies of any such
amendment or supplement, and will not file any such amendment or supplement of
which the Agents shall not previously have been advised or to which the Agents
shall reasonably object in writing, unless, in the judgment of the Company and
its counsel, such amendment or supplement is necessary to comply with law.
(c) Copies of the Registration Statement, the Rule 462(b) Registration
Statement and the Prospectus. The Company will deliver to each of the Agents one
signed and as many conformed copies of the Registration Statement (as originally
filed), the Rule 462(b) Registration Statement, if any, and of each amendment
thereto (including the Incorporated Documents and any exhibits filed therewith
or incorporated by reference therein) as the Agents may reasonably request. The
Company will furnish to the Agents as many copies of the Prospectus (as amended
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or supplemented) as the Agents shall reasonably request so long as the Agents
are required to deliver a Prospectus in connection with sales or solicitations
of offers to purchase the Notes.
(d) Revisions of Prospectus--Material Changes. So long as the Agents are
required to deliver a Prospectus in connection with sales or solicitations of
offers to purchase the Notes, if any event shall occur or condition exist as a
result of which it is necessary, in the opinion of counsel for the Company and
of counsel for the Agents, to further amend or supplement the Prospectus in
order that the Prospectus will not include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein not misleading, in the light of the circumstances existing at
the time it is delivered to a purchaser, or if it shall be necessary, in the
opinion of such counsel, to amend or supplement the Registration Statement or
the Prospectus in order to comply with the requirements of the 1933 Act or the
1933 Act Regulations, prompt notice shall be given, and confirmed in writing, to
the Agents to cease the solicitation of offers to purchase the Notes in their
capacity as agents and to cease sales of any Notes the Agents may then own as
principal. In addition, if any Agent holds Notes purchased for resale pursuant
to a Terms Agreement during the period ending 90 days after the date of
execution of such Terms Agreement, the Company will promptly prepare and file an
amendment or supplement to the Prospectus so that the Prospectus, as amended or
supplemented, will not include any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein not
misleading, in the light of the circumstances existing at the time it is
delivered to the Agents.
(e) Earnings Statements. The Company will make generally available to its
security holders, in each case as soon as practicable but in any event not later
than 15 months after the acceptance by the Company of an offer to purchase Notes
hereunder, a consolidated earnings statement (which need not be audited)
covering the twelve-month period beginning after the latest of (i) the effective
date of the Registration Statement, (ii) the effective date of the most recent
post- effective amendment to the Registration Statement to become effective
prior to the date of such acceptance and (iii) the date of the Company's most
recent annual report on Form 10-K filed with the Commission prior to the date of
such acceptance, which earnings statement will satisfy the provisions of Section
11(a) of the 1933 Act (and, at the option of the Company, Rule 158 of the 1933
Act Regulations). Nothing in this Section 3(e) shall require the Company to make
such earnings statement available more frequently than once in any period of
twelve months.
(f) Blue Sky Qualifications. The Company will endeavor, in cooperation with
the Agents, to qualify the Notes for offering and sale under the applicable
securities laws of such states and other jurisdictions as the Agents may
reasonably designate (provided no registration shall be required in any
jurisdiction outside the United States), and will maintain such qualifications
in effect for as long as may be required for the distribution of the Notes;
provided, however, that the Company will promptly notify the Agents of any
suspension of any such qualifications; and provided, further, that the Company
shall not be obligated to register or qualify as a foreign corporation or take
any action which would subject it to general service of process in any
jurisdiction where it is not now so subject.
(g) Suspension of Certain Obligations. The Company shall not be required to
comply with the provisions of subsections (b), (c) or (d) of this Section 3 or
the provisions of subsection
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(a), (b) or (c) of Section 6 during any period from the time the Agents shall
have been notified to suspend the solicitation of offers to purchase the Notes
in their capacity as agent or resales of Notes purchased pursuant to a Terms
Agreement to the time the Company shall determine that solicitation of offers to
purchase the Notes through any Agent or Agents or resales as principal of Notes
purchased pursuant to a Terms Agreement by any Agent or Agents should be
resumed. Notwithstanding the foregoing, if any Agent holds Notes purchased for
resale pursuant to a Terms Agreement, the Company shall comply with the
provisions of subsections (b), (c) and (d) of this Section 3 and the provisions
of subsections (a), (b) and (c) of Section 6 during the 90-day period from and
including the date of execution of such Terms Agreement; provided, however, that
the Company shall have the right, in its reasonable business judgment, to
suspend such compliance during such 90-day period, in which event, such 90-day
period shall be extended by the number of days included in any such period of
suspension. However, prior to instructing the Agents to resume the solicitation
of offers to purchase Notes or prior to purchasing Notes from the Company as
principal, the Company shall be required to comply with the provisions of
subsections (a), (b) and (c) of Section 6 by delivering or causing to be
delivered the certificates, opinions and letters that would have otherwise been
required under in connection with the filing of an Incorporated Document
(including any amendments to such documents).
SECTION 4. Payment of Expenses.
The Company will pay all expenses incident to the performance of its
obligations under this Agreement, including:
(i) The preparation and filing of the Registration Statement, the Rule
462(b) Registration Statement and all amendments thereto and the Prospectus
and any amendments or supplements thereto and all Incorporated Documents;
(ii) The preparation, filing and printing of this Agreement;
(iii) The preparation, printing, issuance and delivery of the Notes;
(iv) The fees and disbursements of the Trustee and its counsel, of any
calculation agent or exchange rate agent and of The Depository Trust
Company;
(v) The reasonable fees and disbursements of counsel to the Agents
incurred from time to time in connection with the transactions contemplated
hereby;
(vi) The qualification of the Notes under securities laws in
accordance with the provisions of Section 3(f) hereof, including filing
fees and the reasonable fees and disbursements of counsel to the Agents in
connection therewith and in connection with the preparation of any Blue Sky
survey and any legal investment survey;
(vii) The printing and delivery to the Agents in quantities as
hereinabove stated of copies of the Registration Statement, the Rule 462(b)
Registration Statement and any amendments thereto, and of the Prospectus
and any amendments or supplements thereto relating to the Notes, and the
delivery by the Agents of the Prospectus and any amendments or supplements
thereto in connection with solicitations of offers to purchase, or
confirmations of sales of, the Notes;
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(viii) The preparation, printing and delivery to the Agents of copies
of the Indentures;
(ix) Any fees charged by rating agencies for the rating of the Notes;
(x) The fees and expenses, if any, incurred with respect to any filing
with the National Association of Securities Dealers, Inc. relating to the
Agents' obligations hereunder or under a Terms Agreement; and
(xi) Any advertising and other out-of-pocket expenses of the Agents
incurred with the prior written approval of the Company.
SECTION 5. Conditions of Obligations.
The obligations of any Agent to solicit offers to purchase the Notes as
agent of the Company and the obligations of any Agent to purchase Notes pursuant
to any Terms Agreement will be subject at all times to the accuracy, as of the
applicable Representation Date, of the representations and warranties on the
part of the Company herein and the accuracy, as of the date made, of the
statements of the Company's officers made in any certificate furnished pursuant
to the provisions hereof, to the performance and observance by the Company of
all covenants and agreements herein contained on its part to be performed and
observed and to the following additional conditions precedent:
(a) Opinion of Counsel for the Company. On the date hereof, the Agents
shall have received an opinion from Robert E. Sawyer, Esq., Associate General
Counsel for the Company, dated as of the date hereof and in form and substance
satisfactory to counsel for the Agents, to the effect that:
(i) The Company has been duly incorporated and is validly existing in
good standing under the laws of the State of Delaware. Each Principal
Domestic Subsidiary is validly existing in good standing under the laws of
its state of incorporation.
(ii) The Company has full corporate power and corporate authority to
enter into and perform its obligations under this Agreement and the
Indentures, to borrow money as contemplated in this Agreement and the
Indentures, and to issue, sell and deliver the Notes.
(iii) This Agreement has been duly authorized, executed and delivered
by the Company.
(iv) Each of the Indentures has been duly authorized, executed and
delivered by the Company and (assuming the due authorization, execution and
delivery of that Indenture by the Trustee) is a valid and binding agreement
of the Company enforceable against the Company in accordance with its
terms, except (x) as may be subject to or limited by (A) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, (B) the effect
of general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law), (C) requirements that a claim
with respect to any security authenticated
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and delivered under that Indenture denominated other than in United States
dollars (or a judgment denominated other than in United States dollars in
respect of such claim) be converted into United States dollars at a rate of
exchange prevailing on a date determined pursuant to applicable law, (D)
governmental authority to limit, delay or prohibit the making of payments
outside of the United States or in a foreign currency or currency units or
(E) the effect of general rules of contract law that limit the
enforceability of provisions requiring indemnification of a party for
liability for its own action or inaction to the extent the action or
inaction involves gross negligence, recklessness, willful misconduct or
unlawful conduct, and (y) that the waiver contained in Section 515 of each
of the Indentures may be deemed unenforceable.
(v) No consent or approval of any United States governmental authority
or other United States person or United States entity is required in
connection with the issuance or sale of the Notes other than registration
thereof under the 1933 Act, qualification of the appropriate Indenture
under the 1939 Act, and such registrations or qualifications as may be
necessary under the securities or Blue Sky laws of the various United
States jurisdictions in which the Notes are to be offered or sold. The
opinion expressed in this paragraph (v) is limited to those consents and
approvals which, in such counsel's experience, are normally applicable to
transactions of the type contemplated by this Agreement.
(vi) The Notes have been duly authorized by the Company and, when
executed by the Company and authenticated by the Trustee in accordance with
the terms of the appropriate Indenture (assuming the due authorization,
execution and delivery of that Indenture by the Trustee) and issued to and
paid for by the purchasers thereof, will be entitled to the benefits of
that Indenture and will be valid and binding obligations of the Company
enforceable against the Company in accordance with their respective terms,
except (x) as may be subject to or limited by (A) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, (B) the effect of general
principles of equity (regardless of whether such enforcement is sought in a
proceeding in equity or at law), (C) requirements that a claim with respect
to any Notes denominated other than in United States dollars (or a judgment
denominated other than in United States dollars in respect of such claim)
be converted into United States dollars at a rate of exchange prevailing on
a date determined pursuant to applicable law, (D) governmental authority to
limit, delay or prohibit the making of payments outside of the United
States or in foreign currency or currency unit, and (E) the effect of
general rules of contract law that limit the enforceability of provisions
requiring indemnification of a party for liability for its own action or
inaction to the extent the action or inaction involves gross negligence,
recklessness, willful misconduct or unlawful conduct, and (y) that the
waiver contained in Section 515 of each of the Indentures may be deemed
unenforceable.
(vii) The Registration Statement and any Rule 462(b) Registration
Statement has become effective under the 1933 Act and each of the
Indentures has been qualified under the 1939 Act, and, to the best of such
counsel's knowledge, no stop order suspending the effectiveness of the
Registration Statement or any Rule 462(b)
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Registration Statement has been issued and no proceedings for that purpose
have been instituted or are pending or contemplated by the Commission.
(viii) The execution and delivery of this Agreement and each of the
Indentures by the Company, the issuance and sale of the Notes and the
performance of this Agreement and the Indentures by the Company will not
conflict with or constitute a breach of or a default (with the passage of
time or otherwise) under (A) the Restated Certificate of Incorporation or
Bylaws of the Company, in each case, as amended, (B) any statute, law or
regulation to which the Company or any Principal Domestic Subsidiary or any
of their respective properties may be subject or (C) any judgment, decree
or order, known to such counsel, after reasonable inquiry, of any court or
governmental agency or authority entered in any proceeding to which the
Company or any Principal Domestic Subsidiary was or is now a party or by
which it is bound, except that such counsel may state that the opinion set
forth in clause (B) of this paragraph (viii) is limited to those statutes,
laws or regulations in effect as of the date of such opinion which, in such
counsel's experience, are normally applicable to transactions of the type
contemplated by this Agreement and that such counsel expresses no opinion
as to the securities or Blue Sky laws of the various jurisdictions in which
the Notes are to be offered.
(ix) The Registration Statement and the Rule 462(b) Registration
Statement, as of their respective effective dates, and the Prospectus, as
of its date, including each Incorporated Document when such Incorporated
Document was filed or became effective, or if any such Incorporated
Document was amended, when such amendment was filed or became effective,
appeared on their face to be appropriately responsive in all material
respects to the applicable requirements of the 1933 Act or the 1934 Act, as
the case may be, except that in each case such counsel may state that other
than as set forth in clause (x) of this Section 5(a), such counsel assumes
no responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus and
such counsel need not express an opinion as to the financial statements,
schedules and other financial data included or incorporated by reference
therein or as to the Form T-1.
(x) The statements in the Prospectus under the captions "Description
of the Notes," "Description of Senior Debt Securities," "Description of
Subordinated Debt Securities" and "Description of Securities," insofar as
they purport to summarize certain provisions of documents specifically
referred to therein, are in all material respects accurate summaries of
such provisions.
(xi) Except as set forth in the Prospectus (including the Incorporated
Documents), there is not pending or, to the knowledge of such counsel,
after reasonable inquiry, threatened any action, suit or proceeding against
the Company or any of its subsidiaries before or by any court or
governmental agency or body, which is likely (to the extent not covered by
insurance) to have a material adverse effect on the consolidated financial
condition of the Company and its subsidiaries, taken as a whole.
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(xii) To the best of such counsel's knowledge, after reasonable
inquiry, there is no contract or document of a character required to be
described in the Registration Statement or the Prospectus or to be filed as
an exhibit to the Registration Statement that is not described or filed as
required.
(xiii) To the best of such counsel's knowledge, after reasonable
inquiry, the Company is not in violation of its Restated Certificate of
Incorporation or Bylaws, in each case, as amended.
(xiv) To the best of such counsel's knowledge, after reasonable
inquiry, the execution and delivery of this Agreement, the Indentures and
any applicable Terms Agreement by the Company, the issuance and sale of the
Notes and the performance by the Company of its obligations under this
Agreement, the Indentures and any applicable Terms Agreement will not
conflict with or constitute a breach of or a default (with the passage of
time or otherwise) under, subject (except in respect of any Notes issued
and sold on the date of such opinion pursuant to an applicable Terms
Agreement) to the Company's compliance with any applicable covenants
pertaining to its incurrence of unsecured indebtedness, any agreement or
instrument to which the Company is a party or by which it is bound and that
are, individually or in the aggregate, material to the Company and its
subsidiaries taken as a whole. To the best of such counsel's knowledge
after reasonable inquiry, the issuance and sale as of the date of this
Agreement of all of the authorized aggregate principal amount of the Notes,
both immediately before and after giving effect to such issuance and sale,
would not conflict with or constitute breach of or a default (with the
passage of time or otherwise) under any applicable covenants pertaining to
the Company's incurrence of unsecured indebtedness contained in the
agreements or instruments referred to above.
In rendering the foregoing opinions such counsel may state that with
respect to certain matters he has relied upon advice of other counsel
employed by the Company who are more familiar with such matters.
In addition, such counsel shall state that he has participated in
conferences with officers and other representatives of the Company, outside
counsel for the Company, representatives of the independent public
accountants for the Company, representatives of the Agents and counsel for
the Agents, at which conferences the contents of the Registration
Statement, the Rule 462(b) Registration Statement and Prospectus and
related matters were discussed and, although he is not passing upon, and
does not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement or the
Prospectus (other than as set forth in paragraph (x) above) and has not
made any independent check or verification thereof, on the basis of the
foregoing, nothing has come to such counsel's attention that leads him to
believe that either the Registration Statement (including the Incorporated
Documents) at the time such Registration Statement became effective, (or if
an amendment to the Registration Statement or an Annual Report on Form 10-K
has been filed by the Company with the Commission subsequent to the
effectiveness of the Registration Statement and prior to the date of such
statement, then at the time such amendment became effective or at the time
of the most recent such filing (to the extent deemed to be incorporated by
reference
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therein) as the case may be) or any Rule 462(b) Registration Statement at
the time such Rule 462(b) Registration Statement became effective,
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus (including the
Incorporated Documents) as of the date of this Agreement (and, if the
opinion is being given pursuant to Section 6(b) hereof as a result of the
Company having entered into a Terms Agreement as contemplated by the first
paragraph of Section 6(b) or having filed an Incorporated Document
described in the second paragraph of Section 6(b), as of the Settlement
Date with respect to such Terms Agreement or as of the filing date of such
Incorporated Document, as the case may be) contained or contains an untrue
statement of a material fact or omitted or omits to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except that such counsel need
express no opinion with respect to the financial statements, schedules and
other financial data included or incorporated by reference in the
Registration Statement, the Rule 462(b) Registration Statement or
Prospectus or with respect to the Form T-1.
(b) Opinion of Counsel for the Agents. On the date hereof, the Agents shall
have received an opinion from Brown & Wood LLP, counsel to the Agents, dated as
of the date hereof and in form and substance satisfactory to the Agents.
(c) Officer's Certificate. Except as contemplated in the Prospectus or
reflected therein by the filing of any amendment or supplement thereto or any
Incorporated Document, at the date hereof and at each Settlement Date with
respect to any Terms Agreement, there shall not have been, since the date of the
most recent consolidated financial statements included or incorporated by
reference in the Prospectus, any material adverse change, or any development
which is reasonably likely to result in a material adverse change, in the
consolidated financial condition or consolidated results of operations of the
Company and its subsidiaries, taken as a whole. On the date hereof (and, if this
certificate is being delivered pursuant to a Terms Agreement, as of the
Settlement Date with respect to such Terms Agreement), the Agents shall have
received a certificate signed by an officer of the Company, substantially in the
form of Appendix I hereto and dated the date hereof, to the effect (i) that
there has been no such material adverse change, (ii) that the representations
and warranties of the Company contained in Section 1(a) hereof (other than
Section 1(a)(vi)) are true and correct in all material respects with the same
force and effect as though expressly made at and as of the date of such
certificate, (iii) that the Company has complied with all agreements and
satisfied all conditions required by this Agreement or either of the Indentures
on its part to be performed or satisfied at or prior to the date of such
certificate and (iv) that no stop order suspending the effectiveness of the
Registration Statement has been issued and, to the best of such officer's
knowledge, no proceedings for that purpose have been initiated or threatened by
the Commission.
(d) Comfort Letter. On the date hereof, the Agents shall have received a
letter from the Company's independent public accountants, dated as of the date
hereof and in form and substance satisfactory to the Agents, containing
statements and information of a type ordinarily included in accountants'
"comfort letters" to agents with respect to the financial statements and certain
financial information contained or incorporated by reference in the Registration
Statement and the Prospectus; and, if financial statements for any assets,
business or entity
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acquired by the Company are included or incorporated by reference in the
Registration Statement or the Prospectus, the Agents shall have received a
similar "comfort letter" from a firm of independent public accountants, dated as
of the date hereof and in form and substance satisfactory to the Agents, with
respect to such financial statements and any financial information with respect
to such assets, business or entity, as the case may be, contained or
incorporated by reference in the Registration Statement and the Prospectus.
Without limitation to the foregoing, the letter delivered by the Company's
independent public accountants shall state that nothing has come to their
attention that caused them to believe that at a specified date not more than
five days prior to the date of such letter, there was any change in the
outstanding capital stock of the Company or any increase in consolidated long-
term debt of the Company or any decrease in the stockholders' equity of the
Company, in each case as compared with the amounts shown on the most recent
consolidated balance sheet of the Company incorporated by reference in the
Registration Statement and Prospectus or, during the period from the date of
such balance sheet to a specified date not more than five days prior to the date
of such letter, there were any decreases, as compared with the corresponding
period in the preceding year, in consolidated net sales and operating revenues
or net income of the Company, except in each such case as set forth in or
contemplated by the Registration Statement and Prospectus or except for such
exceptions enumerated in such letter as shall have been agreed to by the Agents
and the Company.
(e) Other Documents. On the date hereof and on each Settlement Date with
respect to any applicable Terms Agreement, counsel to the Agents shall have been
furnished with such documents and opinions as such counsel may reasonably
require for the purpose of enabling such counsel to pass upon the issuance and
sale of the Notes as herein contemplated and related proceedings, or in order to
evidence the accuracy and completeness of any of the representations and
warranties, or the fulfillment of any of the conditions, herein contained.
(f) Effectiveness of Registration Statement. The Registration Statement
(including any Rule 462(b) Registration Statement) has become effective under
the 1933 Act, no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall be
instituted or threatened or, to the knowledge of the Company or the Agents,
contemplated by the Commission; no stop order suspending the sale of the Notes
in any jurisdiction designated by the Agents pursuant to Section 3(f) shall have
been issued and no proceedings for that purpose shall have been instituted or
threatened or, to the knowledge of the Company or the Agents, shall be
contemplated; any request of the Commission for additional information (to be
included in the Registration Statement, the Rule 462(b) Registration Statement
or the Prospectus or otherwise) shall have been complied with to the reasonable
satisfaction of the Agents.
If any condition specified in this Section 5 shall not have been fulfilled
when and as required to be fulfilled, this Agreement may be terminated by any of
the Agents (as to itself only) and any Terms Agreement may be terminated by the
Agent party to such Terms Agreement by notice to the Company at any time, and
any such termination shall be without liability of any party to any other party,
except that the covenants set forth in Section 3(e) hereof, the provisions of
Section 4 hereof, the indemnity and contribution agreements set forth in
Sections 7 and 8 hereof and the provisions of Sections 9 and 13 hereof shall
remain in effect.
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SECTION 6. Subsequent Documentation Requirements of the Company.
The Company covenants and agrees that so long as Notes are authorized for
sale pursuant to this Agreement and unless the sale of Notes has been suspended
as provided in this Agreement:
(a) Subsequent Delivery of Certificates. Each time that the Registration
Statement or the Prospectus shall be amended or supplemented (other than by (i)
a Pricing Supplement or an amendment or other supplement providing solely for a
change in the interest rates of the Notes or changes in other terms of the Notes
or (ii) an amendment or supplement which relates exclusively to an offering of
securities other than the Notes) or there is filed with the Commission any
document incorporated, or deemed to be incorporated, by reference into the
Prospectus (other than a Current Report on Form 8-K unless delivery of a
certificate is reasonably requested by the Agents with respect to such filing)
or the Company sells Notes to an Agent pursuant to a Terms Agreement, the terms
of which so require, the Company shall furnish or cause to be furnished to the
Agents or to the Agent party to the Terms Agreement, as the case may be,
promptly following such amendment, supplement or filing or on the Settlement
Date with respect to such Terms Agreement, as the case may be, a certificate in
form satisfactory to counsel for the Agents to the effect that the statements
contained in the certificate referred to in Section 5(c) hereof that was last
furnished to the Agents are true and correct at the time of such amendment,
supplement, filing or sale, as the case may be, as though made at and as of such
time (except that such statements shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to such time) or, in
lieu of such certificate, a certificate of the same tenor as the certificate
referred to in said Section 5(c), modified as necessary to relate to the
Registration Statement and the Prospectus as amended and supplemented to the
time of delivery of such certificate (it being understood that, in the case of a
purchase by such Agent(s) as principal, any such certificate shall also include
a certification that there has not been any material adverse change, or any
development which is reasonably likely to result in a material adverse change,
in the consolidated financial condition or consolidated results of operations of
the Company and its subsidiaries, taken as a whole since the date of such Terms
Agreement.
(b) Subsequent Delivery of Legal Opinions. Each time that the Registration
Statement or the Prospectus shall be amended or supplemented (other than by (i)
a Pricing Supplement or an amendment or other supplement providing solely for a
change in the interest rates of the Notes or changes in other terms of the
Notes, (ii) an amendment or supplement providing solely for the inclusion of
additional financial information or (iii) an amendment or supplement that
relates exclusively to an offering of securities other than the Notes) or there
is filed with the Commission any document incorporated, or deemed to be
incorporated, by reference into the Prospectus (other than the filing of a
Current Report on Form 8-K, unless delivery of an opinion is reasonably
requested by the Agents with respect to such filing), the Company sells Notes in
a form not previously certified by the Company to the Agents, or the Company
sells Notes to an Agent pursuant to a Terms Agreement, the terms of which so
require, the Company shall furnish or cause to be furnished, promptly following
such amendment, supplement or filing or on the Settlement Date with respect to
such Terms Agreement, as the case may be, to the Agents or to the Agent party to
the Terms Agreement, as the case may be, a letter substantially in the form of
Appendix II hereto (modified, as necessary, in the case of a Terms Agreement)
from the counsel last furnishing the opinion referred to in Section 5(a) hereof
19
<PAGE>
or, in lieu of such letter, a letter from other counsel satisfactory to counsel
for the Agents, dated the date of delivery of such letter and in form
satisfactory to counsel for the Agents, of the same tenor as the opinion
referred to in Section 5(a) hereof (other than the matters covered by Section
5(a)(viii) to the extent it relates to the execution and delivery of this
Agreement), but modified, as necessary, to relate to the Registration Statement
and the Prospectus, as amended and supplemented to the time of delivery of such
opinion.
(c) Subsequent Delivery of Comfort Letters. Each time that the Registration
Statement or the Prospectus shall be amended or supplemented to include
additional financial information (other than an amendment or supplement relating
solely to the issuance of securities other than the Notes) or there is filed
with the Commission any document incorporated, or deemed to be incorporated, by
reference into the Prospectus which contains additional financial statement
information relating to the Company or the Company sells Notes pursuant to a
Terms Agreement, the terms of which so require, the Company shall cause the
Company's independent public accountants, promptly following such amendment,
supplement or filing or on the Settlement Date with respect to such Terms
Agreement, as the case may be, to furnish the Agents or to the Agent party to
the Terms Agreement, as the case may be, a letter, dated the date of filing of
such amendment, supplement or document with the Commission, or such Settlement
Date, as the case may be, in form satisfactory to counsel for the Agents (or
such Agent), of the same general tenor as the letter furnished pursuant to
Section 5(d) hereof (other than the information required by the last sentence
thereof, except in the case of a Terms Agreement, the terms of which so require)
but modified, as necessary, to relate to the Registration Statement and
Prospectus, as amended and supplemented to the date of such letter and with such
changes as may be necessary to reflect changes in the financial statements and
other information derived from the accounting records of the Company; provided,
however, that if the Registration Statement or the Prospectus is amended or
supplemented solely to include financial information as of and for a fiscal
quarter, the Company's independent public accountants may limit the scope of
such letter to the unaudited financial statements included in such amendment or
supplement.
SECTION 7. Indemnification.
(a) Indemnification of the Agents. The Company agrees to indemnify and hold
harmless each Agent and each person, if any, who controls an Agent within the
meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever (including, subject to the limitations set forth in subsection
(c) below, the reasonable fees and disbursements of counsel chosen by the
Agents), as incurred, insofar as such loss, liability, claim, damage or
expense arises out of any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or the omission or
alleged omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein not misleading, or arises out
of any untrue statement or alleged untrue statement of a material fact
contained in the Prospectus or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
20
<PAGE>
(ii) against any and all loss, liability, claim, damage and expense
whatsoever (including, subject to the limitations set forth in subsection
(c) below, the reasonable fees and disbursements of counsel chosen by the
Agents), as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever, insofar as such loss, liability, claim, damage or expense
arises out of any such untrue statement or omission, or any such alleged
untrue statement or omission, if such settlement is effected with the
written consent of the Company; and
(iii) against any and all expense whatsoever (including, subject to
the limitations set forth in subsection (c) below, the reasonable fees and
disbursements of counsel chosen by the Agents), as incurred, reasonably
incurred in investigating, preparing or defending against any litigation,
or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever, based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission;
provided, however, that this indemnity shall not apply to any loss, liability,
claim, damage or expense (A) to the extent arising out of or based upon any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon the Form T-1 under the 1939 Act filed as an exhibit to the
Registration Statement; or (B) to the extent arising out of any untrue statement
or omission or alleged untrue statement or omission in the Prospectus, if such
untrue statement or alleged untrue statement or omission or alleged omission is
corrected in an amendment or supplement to the Prospectus and if, having
previously been furnished by or on behalf of the Company with copies of the
Prospectus, as so amended or supplemented, such Agent thereafter failed to
deliver such Prospectus, as so amended or supplemented, prior to or concurrently
with the sale of a Note or Notes to the person asserting such loss, liability,
claim, damage or expense who purchased such Note or Notes that are the subject
thereof from such Agent; or (C) as to which such Agent may be required to
indemnify the Company pursuant to the provisions of subsection (b) of this
Section 7; or (D) if such loss, liability, claim, damage or expense is covered
by any other written agreement between the Company and such Agent pertaining to
the sale of the Notes pursuant to which such Agent may be required to indemnify
the Company for such loss, liability, claim, damage or expense.
(b) Indemnification of the Company. Each Agent agrees, severally and not
jointly, to indemnify and hold harmless the Company, its directors, each of its
officers who signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the 1933 Act against
any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section 7, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement or the Prospectus in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any such Agent expressly for use in the Registration Statement or the
Prospectus.
(c) General. (i) In case any action, suit or proceeding (including any
governmental or regulatory investigation or proceeding) shall be brought against
any Agent or any person controlling such Agent, based upon the Registration
Statement or the Prospectus and with respect
21
<PAGE>
to which indemnity may be sought against the Company pursuant to this Section 7,
such Agent or controlling person shall promptly notify the Company in writing,
and the Company shall assume the defense thereof, including the employment of
counsel reasonably satisfactory to the Agent and payment of all expenses.
Failure to give such notice shall not relieve the Company from any liability
which it may have otherwise than on account of the indemnity contained in this
Section 7. Any such Agent or any such controlling person shall have the right to
employ separate counsel in any such action, suit or proceeding and to
participate in the defense thereof, but the fees and expenses of such separate
counsel shall be at the expense of such Agent or such controlling person, unless
(A) the employment of such counsel shall have been specifically authorized in
writing by the Company, (B) the Company shall have failed to assume the defense
and employ reasonably satisfactory counsel or (C) the named parties to any such
action, suit or proceeding (including any impleaded parties) shall include both
such Agent or such controlling person and the Company, and such Agent or such
controlling person shall have been advised by such counsel that there may be one
or more legal defenses available to it that are different from, or additional
to, those available to the Company (in which case, if such Agent or such
controlling person notifies the Company in writing that it elects to employ
separate counsel at the expense of the Company, the Company shall not have the
right to assume the defense of such action, suit or proceeding on behalf of such
Agent or such controlling person, it being understood, however, that the Company
shall not, in connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) for all such Agents and all such controlling persons, which firm shall
be designated in writing by a majority of all such Agents, on behalf of all of
such Agents and such controlling persons).
(ii) In case any action, suit or proceeding (including any governmental or
regulatory investigation or proceeding) shall be brought against the Company,
any of the Company's directors or officers, or any person controlling the
Company, with respect to which indemnity may be sought against any Agent
pursuant to this Section 7, such Agent shall have the rights and duties given to
the Company by subsection (c)(i) of this Section 7, and the Company, the
Company's directors and officers and any such controlling person shall have the
rights and duties given to the Agents by subsection (c)(i) of this Section 7.
SECTION 8. Contribution.
In order to provide for just and equitable contribution in circumstances in
which the indemnity agreement provided for in Section 7 hereof is for any reason
held to be unenforceable with respect to the indemnified parties, although
applicable in accordance with its terms, the Company and each Agent shall
contribute to the aggregate losses, liabilities, claims, damages and expenses of
the nature contemplated by said indemnity agreement incurred by the Company and
the Agents, as incurred, (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company, on the one hand, and each of the
Agents, on the other hand, from the offering of the Notes or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company, on
the one hand, and of the Agents, on the other hand, in connection with the
statements or omissions that resulted in such losses, liabilities, claims,
damages and expenses. The relative benefits received by
22
<PAGE>
the Company, on the one hand, and the Agents, on the other hand, shall be deemed
to be in the same proportions as the total net proceeds from the sale of the
Notes (before deducting expenses) received by the Company, on the one hand, and
the total commissions or other compensation or remuneration received by each
Agent, on the other hand, bear to the total purchase price of the Notes as set
forth in the applicable Pricing Supplement. The relative fault of the Company,
on the one hand, and the Agents, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Agents and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Agents' respective obligations to
contribute pursuant to this Section 8 are several in proportion to the
respective principal amount of Notes they have purchased hereunder, and not
joint. Notwithstanding the provisions of this Section 8, no Agent shall be
required to contribute any amount in excess of the amount by which the total
purchase price at which the Notes were offered by such Agent to the public
exceeds the amount of any damages that such Agent has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 8, each person, if any, who controls an Agent within the meaning of
Section 15 of the 1933 Act shall have the same rights to contribution as such
Agent, and each director of the Company, each officer of the Company who signed
the Registration Statement and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act shall have the same rights to
contribution as the Company. Any party entitled to contribution hereunder will,
promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties under this Section 8, notify such party
or parties from whom contribution may be sought, but the omission to so notify
such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
otherwise than under this Section 8.
SECTION 9. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement
or any Terms Agreement, or contained in certificates of officers of the Company
submitted pursuant hereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any Agent or any
controlling person of any Agent, or by or on behalf of the Company, and shall
survive each delivery of and payment for any of the Notes.
SECTION 10. Termination.
(a) Termination of this Agreement. This Agreement may be terminated by the
Company (i) for any reason at any time with respect to any Agent or Agents upon
the giving of 10 days' written notice of such termination to each other party
hereto or (ii) at any time upon notice to each other party hereto if no Notes
then remain authorized for sale pursuant hereto. This Agreement may be
terminated by any Agent (as to itself only) either (x) upon the giving of 10
days' written notice of such termination to each other party hereto or (y) at
any time upon notice to the Company if the Company shall have failed to furnish
or cause to be furnished
23
<PAGE>
the certificates, opinions or letters referred to in Section 5 or 6 hereof or if
no Notes then remain authorized for sale pursuant hereto.
(b) Termination of a Terms Agreement. An Agent party to a Terms Agreement
may terminate such Terms Agreement (as to itself only) immediately upon notice
to the Company, at any time prior to the Settlement Date relating thereto, if
between the date of such Terms Agreement and the related Settlement Date (i)
there shall have been any material adverse change in the consolidated financial
condition of the Company and its subsidiaries, taken as a whole, (ii) there
shall have occurred any material adverse change in the financial markets in the
United States or any outbreak or escalation of hostilities or other national or
international calamity or crisis, the effect of which shall be such as to make
it, in the reasonable judgment of such Agent, impracticable to market or to
enforce contracts for sale of the Notes or other debt securities, (iii) trading
in any securities of the Company shall have been suspended by the Commission or
a national securities exchange in the United States, or if trading generally on
the New York Stock Exchange shall have been suspended, or minimum or maximum
prices for trading shall have been fixed, or maximum ranges for prices for
securities shall have been required, by said exchange or by order of the
Commission or any other governmental authority, or if a banking moratorium shall
have been declared by either Federal or New York authorities or if a banking
moratorium shall have been declared by the relevant authorities in the country
or countries of origin of any foreign currency or currencies in which the Notes
are denominated or payable, (iv) in the case of a Terms Agreement relating to
Senior Notes, any of the nationally recognized securities rating agencies
referred to in Section 3(a)(vi) hereof shall have publicly announced that it has
(A) placed the Senior Notes or the Company's unsecured senior long-term debt
generally on what is commonly termed a "watch list" for possible downgrading or
(B) downgraded the Senior Notes or the Company's unsecured senior long-term debt
generally, (v) in the case of a Terms Agreement relating to Subordinated Notes,
any of the nationally recognized securities rating agencies referred to in
Section 3(a)(vi) hereof shall have publicly announced that it has (A) placed the
Subordinated Notes or the Company's unsecured subordinated long-term debt
generally on what is commonly termed a "watch list" for possible downgrading or
(B) downgraded the Subordinated Notes or the Company's unsecured subordinated
long-term debt generally, or (vi) the Company shall have failed to furnish or
cause to be furnished the certificates, opinions or letters referred to in
Section 6 hereof.
(c) General. In the event of any such termination, no party will have any
liability to any other party hereto, except that (i) a terminating Agent shall
be entitled to any commissions earned in accordance with the third paragraph of
Section 2(a) hereof, (ii) if at the time of termination (A) a terminating Agent
and the Company shall have entered into a Terms Agreement and the Settlement
Date with respect thereto shall not yet have occurred or (B) an offer to
purchase any of the Notes has been accepted by the Company but the time of
delivery to the purchaser or his agent of the Note or Notes relating thereto has
not occurred, the covenants set forth in Sections 3 (subject to the provisions
of Section 3(g)) and 6 hereof shall remain in effect until such Settlement Date
or until such Notes are so delivered, as the case may be, (iii) if at the time
of termination an Agent holds Notes purchased under a Terms Agreement entered
into within 90 days of such termination, the covenants set forth in Section 3(d)
(subject to the provisions of Section 3(g)) shall remain in effect for a period
of 90 days following the date such Terms Agreement is entered into (subject to
extension pursuant to Section 3(g)) and (iv) the covenants set forth in Section
3(e) hereof, the provisions of Section 4 hereof, the indemnity and
24
<PAGE>
contribution agreements set forth in Sections 7 and 8 hereof and the provisions
of Sections 9 and 13 hereof shall remain in effect.
SECTION 11. Notices.
All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Agents shall be directed, as the case
may be, to the Agents in care of Merrill Lynch & Co., 250 Vesey Street, New
York, New York 10281, Attn; Product Management - 15th Floor, phone: (212)
449-7476, facsimile: (212) 449-2234. Notices to the Company shall be directed to
it at 10889 Wilshire Boulevard, Los Angeles, California 90024, attention of Vice
President and Treasurer.
SECTION 12. Parties.
This Agreement shall inure to the benefit of and be binding upon the Agents
(and, in the case of a Terms Agreement, the Agent or Agents party thereto) and
the Company and their respective successors. Nothing expressed or mentioned in
this Agreement is intended or shall be construed to give any person, firm or
corporation, other than the parties hereto and their respective successors and
the controlling persons and officers and directors referred to in Sections 7 and
8 hereof and their heirs and legal representatives, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provisions
herein contained. This Agreement and all conditions and provisions hereof are
intended to be for the sole and exclusive benefit of the parties hereto and
their respective successors and said controlling persons and officers and
directors and their heirs and legal representatives, and for the benefit of no
other person, firm or corporation. No purchaser of Notes shall be deemed to be a
successor by reason merely of such purchase.
SECTION 13. Governing Law.
This Agreement and the rights and obligations of the parties created hereby
shall be governed by and construed in accordance with the laws of the State of
New York applicable to agreements made and to be performed in such State,
including, without limitation, Section 5-1401 of the New York General
Obligations Law.
25
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument along with all counterparts will become a binding agreement between
the Agents and the Company in accordance with its terms.
Very truly yours,
OCCIDENTAL PETROLEUM CORPORATION
By: /s/ J.R. Havert
-----------------------------
Name: J.R. Havert
Title: Vice President and Treasurer
CONFIRMED AND ACCEPTED, as of the
date first above written:
CHASE SECURITIES INC.
By: /s/ Peter Madonia
--------------------------------
Name: Peter Madonia
Title: Managing Director
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Julie A. Keogh
--------------------------------
Name: Julie A. Keogh
Title: Authorized Signatory
LEHMAN BROTHERS INC.
By: /s/ Jeffrey L. Weiss
--------------------------------
Name: Jeffrey L. Weiss
Title:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Scott Primrose
--------------------------------
Authorized Signatory
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Michael Fusco
--------------------------------
Name: Michael Fusco
Title: Vice President
26
<PAGE>
EXHIBIT A
COMMISSION
TERM (a) RATE (b)
More than 9 months but less than 1 year............................. .125%
From 1 year but less than 18 months................................. .150%
From 18 months but less than 2 years................................ .200%
From 2 years but less than 3 years.................................. .250%
From 3 years but less than 4 years.................................. .350%
From 4 years but less than 5 years.................................. .450%
From 5 years but less than 6 years.................................. .500%
From 6 years but less than 7 years.................................. .550%
From 7 years but less than 10 years................................. .600%
From 10 years but less than 15 years................................ .625%
From 15 years but less than 20 years................................ .700%
From 20 years but less than 30 years................................ .750%
Greater than 30 years............................................ (c)
(a) With respect to each Note that is subject to purchase by the Company
at the option of the holder thereof (a "Put Note"), the word "Term" as
used in this Exhibit A refers to the earliest purchase date specified
in the applicable Put Note.
(b) With respect to each Note that is a Discount Security (as defined in
the Indentures), the commission payable to each Agent with respect to
each such Note sold as a result of a solicitation made by such Agent
shall be based on the purchase price of such Note.
(c) With respect to each Note with a term in excess of 30 years from the
date of issue, the commission payable to each Agent with respect to
each such Note sold as a result of a solicitation made by such Agent
will be agreed to by the Company and such Agent at the time of such
sale.
A-1
<PAGE>
EXHIBIT B
The following terms, if applicable, shall be agreed to by the Agent and the
Company pursuant to each Terms Agreement:
Principal Amount: $________
(or principal amount of
foreign currency)
Interest Rate:
If Fixed Rate Note:
Interest Rate:
Interest Payment Dates:
Regular Record Dates:
If Floating Rate Note:
Base Rate or Rates (or the method of calculating the Base Rate
Rates):
If LIBOR,
~ LIBOR Reuters Page:
~ LIBOR Telerate Page:
Designated LIBOR Currency:
If CMT Rate,
Designated CMT Telerate Page:
If Telerate Page 7052:
~ Weekly Average:
~ Monthly Average:
Designated CMT Maturity Index:
Initial Interest Rate, if any:
Spread and/or Spread Multiplier, if any:
Interest Payment Dates:
Index Maturity:
Interest Determination Dates:
Maximum Interest Rate, if any:
Initial Interest Reset Date:
Minimum Interest Rate, if any:
Interest Reset Period:
Interest Payment Period:
Fixed Rate Commencement Date, if any:
Fixed Interest Rate, if any:
Day Count Convention:
Calculation Agent (if other than the Trustee):
B-1
<PAGE>
If Redeemable:
Earliest Redemption Date:
Redemption Price:
Original Issue Date:
Stated Maturity:
Purchase Price: ______%, plus accrued interest, if any, from _______________
Price to Public: ______%, plus accrued interest, if any, from _______________
Settlement Date and Time:
Currency of Denomination (if currency is other than U.S. dollar):
Currency of Payment (if currency is other than U.S. dollar):
Denominations:
Additional Terms:
Also, agreement as to whether the following will be required:*
Officer's Certificate pursuant to Section 6(a) of the Distribution
Agreement.
Legal Opinion pursuant to Section 6(b) of the Distribution Agreement.
Comfort Letter pursuant to Section 6(c) of the Distribution Agreement.
- -----------------
* The following generally will not be required in connection with a sale of
less than $50,000,000 aggregate principal amount of Notes.
B-2
<PAGE>
APPENDIX I
FORM OF OFFICER'S CERTIFICATE
OCCIDENTAL PETROLEUM CORPORATION
I, [name], [title] of Occidental Petroleum Corporation, a Delaware
corporation (the "Company"), pursuant to Section 5(c) of the Distribution
Agreement, dated(the "Distribution Agreement"), between the Company and each of
[insert Agents] (collectively, the "Agents"), relating to the offering from time
to time by the Company directly or through or to the Agents of up to U.S. $
aggregate offering price of Medium-Term [Senior] [Subordinated] Notes, Series [
], of the Company, hereby certify on behalf of the Company that:
1. Except as contemplated in the Prospectus (as defined in the Distribution
Agreement) or reflected therein by the filing of any amendment or supplement
thereto or any Incorporated Document (as defined in the Distribution Agreement),
since the date of the most recent consolidated financial statements included or
incorporated by reference in the Prospectus, there has not been any material
adverse change, or any development which is reasonably likely to result in a
material adverse change, in the consolidated financial condition or consolidated
results of operations of the Company and its subsidiaries, taken as a whole.
2. The representations and warranties of the Company contained in Section
1(a) of the Distribution Agreement (other than Section 1(a)(vi) thereof) are
true and correct in all material respects with the same force and effect as
though expressly made at and as of the date hereof;
3. The Company has complied with all agreements and satisfied all
conditions required by the Distribution Agreement or the appropriate Indenture
(as defined in the Distribution Agreement) on its part to be performed or
satisfied at or prior to the date hereof; and
4. No stop order suspending the effectiveness of the Registration Statement
(as defined in the Distribution Agreement) has been issued and, to the best of
my knowledge, no proceedings for that purpose have been initiated or threatened
by the Securities and Exchange Commission.
IN WITNESS WHEREOF, I have hereunto signed my name this day of ,
By:
------------------------------------------
Name:
Title:
<PAGE>
APPENDIX II
FORM OF RELIANCE LETTER OF COUNSEL
[Date]
Re: Occidental Petroleum Corporation Medium-Term [Senior] [Subordinated]
Notes, Series [ ]
Dear Ladies and Gentlemen:
I have delivered an opinion to you, dated , as counsel to Occidental
Petroleum Corporation (the "Company"), pursuant to Section 5(a) of the
Distribution Agreement, dated (the "Distribution Agreement"), between the
Company and [insert Agents]. You may continue to rely upon such opinion as if it
were dated as of this date, except that all statements and opinions contained
therein shall be deemed to relate to the Registration Statement and Prospectus
(as such terms are defined in the Distribution Agreement) as amended and
supplemented to this date.
This letter is delivered to you pursuant to Section 6(b) of the
Distribution Agreement.
Very truly yours,
<PAGE>
OCCIDENTAL PETROLEUM CORPORATION
OFFICERS' CERTIFICATE
Pursuant to Section 201 and Section 301 of the indenture, dated as of April
l, 1998 (the "Senior Indenture"), between Occidental Petroleum Corporation, a
Delaware corporation (the "Company"), and The Bank of New York, as trustee (the
"Trustee"), and Section 201 and Section 301 of the indenture, dated as of
January 20, 1999 (the "Subordinated Indenture" and, together with the Senior
Indenture, the "Indentures"), between the Company and the Trustee, the
undersigned Vice President and Treasurer and Assistant Secretary of the Company
hereby certify on behalf of the Company as follows:
(1) AUTHORIZATION. The establishment of a series of senior debt
securities under the Senior Indenture and a series of subordinated debt
securities under the Subordinated Indenture has been approved and
authorized in accordance with the provisions of each of the Indentures
pursuant to resolutions adopted by the Board of Directors on February 18,
1999. For the purposes of this Officers' Certificate, unless otherwise
specified, references to "Securities" are to both the senior debt
securities and the subordinated debt securities.
(2) COMPLIANCE WITH COVENANTS AND CONDITIONS PRECEDENT. All covenants
and conditions precedent provided for in each of the Indentures relating to
the establishment of a series of Securities have been complied with.
(3) TERMS. The terms of each series of Securities established pursuant
to this Officers' Certificate shall be as follows:
(i) TITLE. The title of the series of the senior debt securities
is the "Medium-Term Senior Notes, Series C" (the "Senior Notes") and
the title of the series of the subordinated debt securities is the
"Medium-Term Subordinated Notes, Series A" (the "Subordinated Notes"
and, together with the Senior Notes, the "Notes").
(ii) AGGREGATE PRINCIPAL AMOUNT. Subject to being increased or
decreased, but not below the aggregate principal amount previously
issued, by the Company pursuant to a subsequent Officers' Certificate
delivered to the Trustee pursuant to Section 301 of each of the
Indentures, the aggregate initial public offering price of the Notes
which may be authenticated and delivered pursuant to the Indentures
(except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes pursuant
to Sections 304, 305, 306, 906 and 1107 of either Indenture and except
for any Notes which, pursuant to Section 303 of either Indenture, are
deemed never to have been authenticated and delivered under the
applicable Indenture) is $1,000,000,000. Such aggregate initial public
offering price of the Notes may be Senior
<PAGE>
Notes authenticated and delivered pursuant to the Senior Indenture or
Subordinated Notes issued pursuant to the Subordinated Indenture, or
any combination thereof.
(iii) PERSONS DESIGNATED TO ESTABLISH SPECIFIC TERMS. The
principal amount, any interest rate (or manner in which interest is to
be determined), any Interest Payment Dates, any Regular Record Dates,
original issue date, the Stated Maturity, any Redemption Date or Dates
(and if on any such Redemption Date a premium is to be paid by the
Company, the amount of such premium) and any other relevant terms of
any Note (including any terms related to repurchase of the Notes by
the Company at the option of the Holders, if any) will be determined
by any one of the following persons: J. R. Havert, Michael P. Miller,
J. R. Zaylor, John W. Alden, Elizabeth H. Bellamy, S. P. Parise, Linda
S. Peterson or any other person later designated pursuant to an
Officers' Certificate delivered to the Trustee (the "Designated
Persons") and such terms will be set forth in the applicable Note.
(iv) REGISTERED SECURITIES IN DEFINITIVE OR BOOK-ENTRY FORM;
GLOBAL NOTE; DEPOSITARY. Each Note is issuable only as a Registered
Security, without coupons, in definitive form (a "Definitive Note") or
in book-entry form, as determined in each case by any one of the
Designated Persons. Upon issuance, all Notes in book-entry form having
the same original issue date, Stated Maturity and otherwise having
identical terms and provisions will be represented by a single
Definitive Note in global form (each, a "Global Note"); provided,
however, that if by reason of the foregoing a single Global Note would
exceed $200,000,000 in principal amount, one Global Note will be
issued to represent each $200,000,000 of principal amount and an
additional Global Note will be issued to represent any remaining
principal amount. The initial Depositary with respect to any Global
Note will be The Depository Trust Company. So long as the Depositary
for a Global Note, or its nominee, is the registered owner of a Global
Note, the Depositary or its nominee, as the case may be, will be
considered the sole owner or Holder of the Notes in book-entry form
represented by such Global Note or Notes for all purposes under the
applicable Indenture. Notes issued in book-entry form will not be
exchangeable for Definitive Notes except that, if the Depositary with
respect to any Global Note or Notes is at any time unwilling or unable
to continue as Depositary for such series of Notes and a successor
Depositary is not appointed by the Company within 60 calendar days,
the Company will issue Definitive Notes in certificated form of like
tenor and of an equal aggregate principal amount, in denominations of
$1,000 and integral multiples of $1,000, in exchange for the Notes
issued in book-entry form represented by any such Global Note or
Notes. In addition, the Company may at any time and in its sole
discretion determine not to have a series of Notes represented by a
Global Note or Notes, and, in such event, or if an Event of Default
with respect to such series of Notes shall have occurred and shall be
continuing, will issue Definitive Notes in exchange for the Notes
issued in book-entry form represented by such Global Note or Notes in
accordance with the provisions of Section 305 of the applicable
Indenture.
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(v) PERSONS TO WHOM INTEREST PAYABLE. Unless otherwise specified
in a Note, interest will be payable to the Person in whose name a Note
is registered at the close of business (whether or not a Business Day)
on the Regular Record Date with respect to such Note; provided,
however, that interest payable at Maturity will be payable to the
Person to whom principal is payable.
(vi) STATED MATURITY. The Notes are issuable on different dates
and the principal amount of the Notes may be payable on different
dates, as shall be set forth in the applicable Note; provided,
however, that the Stated Maturity with respect to which the principal
of any Note is payable will be no less than nine months from the date
of issue stated on the face thereof.
(vii) RATES OF INTEREST; INTEREST PAYMENT DATES; REGULAR RECORD
DATES; ACCRUAL OF INTEREST.
(a) RATES OF INTEREST. Interest-bearing Notes will bear
interest at a fixed rate (the "Fixed Rate Notes") or at a
variable rate pursuant to the interest rate formula (the
"Floating Rate Notes") specified in the applicable Floating Rate
Note. In no event will the rate of interest payable on any Fixed
Rate Note or Floating Rate Note be in excess of the maximum rate
of interest permitted by applicable law. In addition, if
specified in the applicable Note, such Note may pay no interest
until Maturity or for a specified period following the date of
issue, may pay interest at a rate which is at the time of
issuance below market rates or may have other interest payment
characteristics as set forth in the applicable Note and described
in the Prospectus Supplement (the "Prospectus Supplement") dated
June 30, 1999 and filed with the Securities and Exchange
Commission in connection with the offering by the Company of up
to $1,000,000,000 aggregate initial public offering price of the
Notes.
(b) INTEREST PAYMENT DATES. Unless otherwise specified in
the applicable Note, interest on Fixed Rate Notes will be payable
semiannually in arrears on May 15 and November 15 of each year,
commencing with the first Interest Payment Date next succeeding
the date of original issue, and at Maturity. Interest on Floating
Rate Notes will be payable in arrears on the Interest Payment
Dates applicable to such Note and at Maturity. Notwithstanding
the foregoing, if the date of original issue of a Note is between
a Regular Record Date and the related Interest Payment Date, the
first payment of interest on such Note will be made on the
Interest Payment Date immediately following the next succeeding
Regular Record Date to the registered Holder on such next
succeeding Regular Record Date.
Except as provided below or in the applicable Floating Rate
Note, interest will be payable, in the case of a Floating Rate
Note which resets (1) daily, weekly
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or monthly, on the third Wednesday of each month or on the third
Wednesday of March, June, September and December of each year, as
specified in the applicable Floating Rate Note; (2) quarterly, on
the third Wednesday of March, June, September and December of
each year; (3) semiannually, on the third Wednesday of each of
the two months of each year specified in the applicable Floating
Rate Note; and (4) annually, on the third Wednesday of the month
specified in the applicable Floating Rate Note; and, in each
case, at Maturity.
Unless otherwise specified in the applicable Fixed Rate
Note, interest on a Fixed Rate Note will be computed on the basis
of a 360-day year of twelve 30- day months. If any Interest
Payment Date or Maturity of a Fixed Rate Note falls on a day that
is not a Business Day, the payment of principal, premium, if any,
and interest due on such Interest Payment Date or at Maturity
will be made on the next succeeding Business Day as if it were
made on the date such payment was due and no interest shall
accrue on the amount so payable for the period from and after
such Interest Payment Date or Maturity, as the case may be. If
any Interest Payment Date for a Floating Rate Note (other than an
Interest Payment Date that is a Maturity) falls on a day that is
not a Business Day, such Interest Payment Date will be the next
succeeding Business Day, except that, in the case of a Note for
which LIBOR is an applicable Interest Rate Basis (as defined
below), if such Business Day is in the next succeeding calendar
month, such Interest Payment Date shall be the immediately
preceding day that is a Business Day. If the Maturity of a
Floating Rate Note falls on a day that is not a Business Day, the
payment of principal, premium, if any, and interest shall be made
on the next succeeding Business Day as if it were made on the
date such payment was due, and no interest on the amount so
payable shall accrue for the period from and after such Maturity.
(c) REGULAR RECORD DATES. Unless otherwise specified in the
applicable Note, with respect to Fixed Rate Notes, the Regular
Record Dates for interest payable on each May 15 and November 15,
will be the immediately preceding April 30 and October 31
(whether or not a Business Day), respectively. Unless otherwise
specified in a Floating Rate Note, the Regular Record Date or
Dates for interest payable on such Floating Rate Note will be the
fifteenth calendar day (whether or not a Business Day)
immediately preceding the related Interest Payment Date or Dates.
(d) ACCRUAL OF INTEREST. Unless otherwise specified in a
Note, the Notes will bear interest from the date of original
issue at the rate per annum, or, in the case of a Floating Rate
Note, pursuant to the interest rate formula stated therein until
the principal thereof is paid or made available for payment. Each
interest payment shall be the amount of interest accrued from and
including the immediately preceding Interest Payment Date in
respect of which interest has been paid or duly provided for (or
from and including the date of original issue if no interest has
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been paid or duly provided for with respect to such Note) to, but
excluding, the next succeeding Interest Payment Date, or
Maturity, as the case may be (an "Interest Accrual Period").
(e) BUSINESS DAY. For purposes of this Officers' Certificate
and the Notes, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on
which commercial banks are authorized or required by law,
regulation or executive order to close in The City of New York;
provided, however, that, with respect to foreign currency Notes,
the day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to
close in the Principal Financial Center (as defined below) of the
country issuing the currency specified in such foreign currency
Notes (the "Specified Currency") or, if the Specified Currency is
Euro, the day is also a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System is
open; provided, further, that, with respect to Notes as to which
LIBOR is an applicable Interest Rate Basis, the day is also a
London Business Day; and "London Business Day" means a day on
which commercial banks are open for business, including dealings
in the LIBOR Currency (as defined in the Prospectus Supplement)
in London.
(f) PRINCIPAL FINANCIAL CENTER. For the purposes of this
Officers' Certificate and the Notes, "Principal Financial Center"
means, unless otherwise specified in an applicable Note,
(1) the capital city of the country issuing the
Specified Currency, except that with respect to the United
States dollars, Australian dollars, Canadian dollars,
Deutsche marks, Dutch guilders, Italian lire, South African
rand and Swiss francs, the "Principal Financial Center" will
be The City of New York, Sydney and Melbourne, Toronto,
Frankfurt, Amsterdam, Milan, Johannesburg and Zurich,
respectively, or
(2) the capital city of the country to which the LIBOR
Currency relates, except that with respect to United States
dollars, Australian dollars, Canadian dollars, Deutsche
marks, Dutch guilders, Italian lire, Portuguese escudos,
South African rand and Swiss francs, the "Principal
Financial Center" will be The City of New York, Sydney,
Toronto, Frankfurt, Amsterdam, Milan, London, Johannesburg
and Zurich, respectively.
(viii) PLACE OF PAYMENT; REGISTRATION OF TRANSFER AND EXCHANGE;
NOTICES TO COMPANY.
(a) PLACE OF PAYMENT. Payment of the principal of, premium,
if any, and interest on the Definitive Notes will be made at the
Corporate Trust Office of the
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Trustee in the Borough of Manhattan, The City of New York or at
any other office or agency designated by the Company for such
purpose; provided, however, that at the option of the Company,
payment of interest other than at Maturity may be made by check
mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register; and provided,
further, that a Holder of $1,000,000 or more in aggregate
principal amount of Definitive Notes having the same Interest
Payment Dates will, at the option of the Company, be entitled to
receive interest payments (other than at Maturity) by wire
transfer of immediately available funds if appropriate wire
transfer instructions have been received in writing by the
Trustee not less than 15 days prior to the applicable Interest
Payment Date. Any wire instructions received by the Trustee shall
remain in effect until revoked by the Holder. Payments of
principal, premium, if any, and any interest on Notes in
book-entry form represented by a Global Note or Notes will be
made by the Company through the Trustee to the Depositary or its
nominee, as the case may be, as the Holder of the Global Note or
Notes representing such Notes in book-entry form.
(b) REGISTRATION OF EXCHANGE AND TRANSFER. Definitive Notes
may be presented for exchange and registration of transfer at the
Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, or at the office of any transfer
agent hereafter designated by the Company for such purpose.
Ownership of beneficial interests in Notes in book-entry form
represented by a Global Note or Notes will be shown on, and the
transfer of that ownership will be effected only through, records
maintained by the Depositary, or by participants in the
Depositary or persons that may hold interests through such
participants. Owners of beneficial interests in Notes in
book-entry form represented by a Global Note or Notes will not be
considered the owners or Holders of such Notes under the
applicable Indenture.
(c) NOTICES TO COMPANY. Notices and demands to or upon the
Company in respect to the Notes and each of the Indentures may be
served at Occidental Petroleum Corporation, 10889 Wilshire
Boulevard, Los Angeles, California 90024, Attention: Vice
President and Treasurer.
(ix) OPTIONAL REDEMPTION. If so provided in the applicable Note,
such Note may, prior to its Stated Maturity, be subject to redemption,
in whole or in part, at the option of the Company on the terms set
forth in the applicable Note. Any wire instructions received by the
Trustee shall remain in effect until revoked by the Holder.
For all purposes of this Officers' Certificate and each of the
Indentures, unless the context otherwise requires, all provisions
relating to the redemption by the Company of Notes shall relate, in
the case of any Notes redeemed or to be redeemed by the Company
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<PAGE>
only in part, to that portion of the principal amount of such Notes
that has been or is to be redeemed.
(x) SINKING FUND. Unless otherwise specified in the applicable
Note, the Notes will not be subject to any sinking fund or analogous
provision.
(xi) PERSON TO WHOM INTEREST IS PAYABLE UPON REDEMPTION OF NOTES.
With respect to any Note that is redeemable at the option of the
Company prior to its Stated Maturity, installments of interest whose
Stated Maturity is prior to the Redemption Date of such Note will be
payable to the Holder of such Note, or one or more Predecessor
Securities, of record at the close of business on the relevant Regular
Record Dates specified in such Note, all as provided in the applicable
Indenture.
(xii) PURCHASE OF NOTES AT THE OPTION OF THE HOLDER.
(a) GENERAL. If a purchase date or dates (each, a "Purchase
Date") is specified in the applicable Note, on each such Purchase
Date so specified, the Company will become obligated to purchase,
at the option of the Holder, all or a portion of such Note for
which a written notice (a "Purchase Notice") has been delivered
by, or on behalf of, the Holder and received by the Trustee at
its Corporate Trust Office in the Borough of Manhattan, The City
of New York, or at any other Place of Payment designated by the
Company for such purpose, at any time from the opening of
business on the date that is 60 days prior to such Purchase Date
until 5:00 P.M., New York City time, on the date that is 30 days
prior to such Purchase Date, subject to certain additional
conditions provided below. The delivery to the Trustee of a
Purchase Notice shall be irrevocable. If no Purchase Date is
indicated with respect to a Note, it will not be repayable at the
option of the Holder before its Stated Maturity.
Promptly following the last date on which a Purchase Notice
with respect to any Purchase Date may be delivered to the
Trustee, the Trustee shall notify the Company in writing of the
Notes with respect to which the Trustee has received a Purchase
Notice and, in the case of any Notes for which a Purchase Notice
has been received in part, the principal amount thereof to be
purchased.
For all purposes of this Officers' Certificate and each of
the Indentures, unless the context otherwise requires, all
provisions relating to the purchase by the Company of Notes shall
relate, in the case of any Notes purchased or to be purchased by
the Company only in part, to that portion of the principal amount
of such Notes that has been or is to be so purchased.
(b) CONTENTS OF PURCHASE NOTICE. Each Purchase Notice shall
state (i) the CUSIP number of the Note or Notes to be delivered
by the Holder thereof for
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purchase by the Company; (ii) the portion of the principal amount
of Notes to be purchased, which portion, unless specified in the
applicable Note, must be an integral multiple of $1,000, provided
that any remaining principal amount will be an authorized
denomination of the applicable Note; and (iii) that such Notes
are to be purchased by the Company pursuant to the applicable
provisions of the Notes. In the event of purchase by the Company
of a Note in part only, a new Note or Notes of like tenor for the
unpurchased portion thereof will be issued in authorized
denominations of the applicable Note in the name of the Holder
thereof upon the cancellation thereof.
(c) PURCHASE PRICE. Unless otherwise specified in the
applicable Note, the price payable on any Purchase Date with
respect to any applicable Note shall be equal to the applicable
purchase price (the "Purchase Price") specified in such Note,
together with accrued interest to but not including the Purchase
Date; provided, however, that installments of interest whose
Stated Maturity is prior to the Purchase Date shall be payable to
the Holders of such Notes, or one or more Predecessor Securities,
registered as such at the close of business on the relevant
Regular Record Dates according to the provisions of Section
3(xii)(f) of this Officers' Certificate and Section 307 of the
applicable Indenture. If a Purchase Notice shall have been given
with respect to an applicable Note, from and after the Purchase
Date with respect to which such Purchase Notice relates (unless
the Company shall default in payment of the Purchase Price and
accrued interest), such Note (or portion thereof to be purchased)
shall cease to bear interest and all other rights of the Holder
(other than the right to receive the Purchase Price upon the
delivery of the Note in accordance with Section (3) (xii) (d)
below) shall terminate.
(d) PAYMENT OF PURCHASE PRICE. Payment of the Purchase
Price, together with accrued interest to the Purchase Date, for a
Note for which a Purchase Notice has been delivered is
conditioned upon delivery of, in the case of a Definitive Note,
such Note (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or such Holder's attorney duly authorized in
writing) to the Trustee at its Corporate Trust Office in the
Borough of Manhattan, The City of New York, or at any other Place
of Payment designated by the Company for such purpose, at any
time (whether prior to, on or after the Purchase Date) after
delivery of such Purchase Notice, or, in the case of a Note in
book entry form represented by a Global Note or Notes,
instructions to that effect from the applicable beneficial owner
of the Note to the depositary, forwarded by the depositary to the
Trustee. Payment of the Purchase Price for such Note (or portion
thereof to be purchased), together with accrued interest to the
Purchase Date, will be made promptly following the later of the
Purchase Date or the time of delivery of such Note. If any Note
for which a Purchase Notice has been delivered to the Trustee
shall not be so paid upon surrender thereof for purchase,
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<PAGE>
the principal shall, until paid, bear interest from the Purchase
Date at the rate prescribed therefor in the Note.
(e) DEPOSIT OF PURCHASE PRICE. On or prior to any Purchase
Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003 of each
of the Indentures) an amount of money sufficient to pay the
Purchase Price of, and accrued interest on, all the Notes (or
portions thereof) which are to be purchased on that date.
(f) LIMITATIONS ON TRANSFER. The Company shall not be
required to (i) issue, register the transfer of or exchange any
Note having a Purchase Date specified therein during a period
beginning at the opening of business 15 days before the first
date any Purchase Notice may be delivered to the Trustee with
respect thereto and ending (except as otherwise provided in the
next succeeding sentence) at the close of business on the last
date a Purchase Notice may be delivered to the Trustee with
respect thereto or (ii) register the transfer of or exchange any
Note for which, in whole or part, a Purchase Notice has been
delivered to the Trustee, except the portion of any such Note for
which the Purchase Notice has not been delivered to the Trustee.
(xiii) DENOMINATIONS. Unless specified in the applicable Note,
the Notes are issuable in the denominations of $1,000 and any amount
in excess thereof which is an integral multiple of $1,000.
(xiv) PRINCIPAL AND INTEREST PAYABLE IN DOLLARS. Subject to
Section 902(1) of the Indentures, unless otherwise specified in a
Note, and then, only with respect to that Note, or by the Company in a
subsequent Officers' Certificate, payment of the principal of and any
interest on the Notes will be payable in Dollars.
(xv) DETERMINATION OF INTEREST ON FLOATING RATE NOTES.
(a) INTEREST RATES BASIS. The Interest Rate Basis or Bases
(as defined in the Prospectus Supplement) applicable to a
Floating Rate Note may be any of the Interest Rate Bases
described in the Prospectus Supplement, or as set forth in such
Floating Rate Note. Each Floating Rate Note will specify the
Interest Rate Basis or Bases applicable thereto.
(b) CALCULATION OF RATE BY REFERENCE TO INTEREST RATE BASIS
OR BASES AND, AS APPLICABLE, SPREAD, SPREAD MULTIPLIER AND INDEX
MATURITY. The interest rate on each Floating Rate Note will be
calculated as set forth in the Prospectus Supplement by reference
to the specified Interest Rate Basis or Bases plus or minus the
Spread, if any, and/or multiplied by the Spread Multiplier, if
any
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(each as defined in the Prospectus Supplement). Each Floating
Rate Note will specify the Index Maturity (as defined in the
Prospectus Supplement) and the Spread, if any, and/or Spread
Multiplier, if any, applicable thereto.
(c) INTEREST RESET PERIOD; INTEREST RESET DATE. Each
Floating Rate Note will specify whether the rate of interest on
such Floating Rate Note will be reset daily, weekly, monthly,
quarterly, semiannually or annually (each, an "Interest Reset
Period"), the date or dates, on which such interest rate will be
reset (each, an "Interest Reset Date") and the date or dates, if
any, on which the Company has the option to reset such interest
rate (each, an "Optional Reset Date"). Unless otherwise specified
in a Floating Rate Note, the Interest Reset Dates and any
Optional Reset Dates will be as set forth in the Prospectus
Supplement.
(d) INTEREST DETERMINATION DATE. The interest rate
applicable to each Interest Reset Period commencing on the
Interest Reset Date or Dates or Optional Reset Date or Dates with
respect to such Interest Reset Period will be the rate determined
on the applicable "Interest Determination Date." Unless otherwise
specified in an applicable Floating Rate Note, the Interest
Determination Date shall be as set forth in the Prospectus
Supplement.
(e) MAXIMUM AND MINIMUM LIMITS ON INTEREST RATES. Any
Floating Rate Note may specify either or both a maximum limit
("Maximum Interest Rate") and a minimum limit ("Minimum Interest
Rate") (as defined in the Prospectus Supplement). In addition to
any Maximum Interest Rate which may be applicable to any Floating
Rate Note pursuant to the above provisions, the interest rate on
Floating Rate Notes will in no event be higher than the maximum
rate permitted by New York law, as the same may be modified by
United States law of general application.
(f) INITIAL INTEREST RATE; INTEREST RATE THEREAFTER IN
EFFECT. The interest rate in effect with respect to a Floating
Rate Note on each day that is not an Interest Reset Date, will be
the interest rate determined as of the Interest Determination
Date pertaining to the immediately preceding Interest Reset Date
and the interest rate in effect on any day that is an Interest
Reset Date will be the interest rate determined as of the
Interest Determination Date pertaining to such Interest Reset
Date, subject in all cases to applicable provisions of law and
any maximum or minimum interest rate limitations referred to
above; provided, however, that the interest rate in effect with
respect to a Floating Rate Note for the period from the date of
original issue to the first Interest Reset Date will be the rate
specified as such in the applicable Floating Rate Note (the
"Initial Interest Rate") and, unless otherwise specified in the
applicable Floating Rate Note, the interest rate in effect for
the ten calendar days immediately prior to a Floating Rate Note's
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Stated Maturity will be the interest rate in effect on the tenth
calendar day preceding such Stated Maturity. For purposes of this
Officers' Certificate, the term "Interest Reset Date" includes
any Optional Reset Date (as defined in the Prospectus Supplement)
for which the Company resets the interest rate applicable to a
Floating Rate Note.
(g) ACCRUED INTEREST; ACCRUED INTEREST FACTOR. With respect
to each Floating Rate Note, accrued interest is calculated by
multiplying its face amount by an accrued interest factor, which
shall be computed as set forth in the Prospectus Supplement.
(h) ROUNDING OF PERCENTAGES. All percentages resulting from
any calculation on the Floating Rate Notes (other than
percentages used in the calculation of the accrued interest
factor and accrued interest) will be rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward. All
dollar amounts used in or resulting from any calculation on
Floating Rate Notes will be rounded to the nearest cent, or, in
the case of a foreign currency, to the nearest unit (with
one-half cent or unit being rounded upwards).
(i) CALCULATION AGENT; CALCULATION DATE. Unless otherwise
specified in the applicable Floating Rate Note, the Trustee will
be the initial "Calculation Agent" with respect to the Floating
Rate Notes. Upon the request of the Holder of any Floating Rate
Note, the Trustee will provide the interest rate then in effect
and, if determined, the interest rate that will become effective
as a result of a determination made for the next Interest Reset
Date with respect to such Floating Rate Note. If at any time the
Trustee is not the Calculation Agent, the Company will notify the
Trustee of each determination of the interest rate applicable to
any such Floating Rate Note promptly after such determination is
made by any successor Calculation Agent. Unless otherwise
specified in the applicable Note, the "Calculation Date," where
applicable, pertaining to any Interest Determination Date will be
the earlier of (i) the tenth calendar day after such Interest
Determination Date, or, if any such day is not a Business Day,
the next succeeding Business Day or (ii) the Business Day
preceding the applicable Interest Payment Date or Maturity, as
the case may be.
(j) CALCULATION OF FLOATING RATES. The calculation of
interest rates in effect with respect to a Floating Rate Note
shall be as set forth in the Prospectus Supplement.
(xvi) DETERMINATION OF PRINCIPAL OF INDEXED PRINCIPAL NOTES. Any
payment of principal or interest on an indexed principal note, at
Maturity or upon redemption or repurchase by the Company, will be
calculated as set forth in the Prospectus Supplement.
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(xvii) DISCOUNT NOTES.
(a) RATES OF INTEREST. If specified in the applicable Note,
such Note may bear no interest or may bear no interest for a
specified period following the date of issue or may bear interest
at a rate which is at the time of issuance below market rates
(any such Note being referred to as a "Discount Note").
(b) PAYMENTS AT MATURITY OF CERTAIN DISCOUNT NOTES. If any
Maturity of a Note that bears no interest falls on a day that is
not a Business Day, the payment due at Maturity with respect to
such Note will be made on the following day that is a Business
Day as if it were made on the date such payment was due and no
interest shall accrue on the amount so payable for the period
from and after such Maturity.
(c) AMOUNT PAYABLE UPON DECLARATION OF MATURITY OF DISCOUNT
SECURITY. With respect to any Discount Note that is a Discount
Security, that portion of the principal amount of such Discount
Note that is payable upon redemption prior to the Stated Maturity
thereof or upon declaration of acceleration of the Stated
Maturity thereof pursuant to Section 502 of the applicable
Indenture will be as provided in the applicable Note.
(xviii) SECURITY REGISTER; PAYING AGENT. The Security Register
for the Notes will be initially maintained at the Corporate Trust
Office of the Trustee. The Company hereby appoints the Trustee as the
initial Paying Agent.
(xix) OTHER TERMS. Each Note may also specify therein additional
terms governing such Note, including terms that relate to Amortizing
Notes, Subsequent Interest Payments, Indexed Principal Notes, Dual
Currency Notes, Renewable Notes and Extension of Maturity, each as
described in the Prospectus Supplement.
(xx) FORMS. Unless and until another form is established pursuant
to a subsequent Officers' Certificate pursuant to Section 201 of each
of the Indentures, the Fixed Rate Global Notes, the Floating Rate
Global Notes, Fixed Rate Discount Notes and the Zero Coupon Notes will
be in substantially the forms set forth in Exhibits A, B, C and D
hereto and may have such other terms, additions and changes as any
Designated Person delivering the Notes shall, in his or her
discretion, approve, such approval to be conclusively evidenced by his
or her delivery thereof.
Capitalized terms used herein and not otherwise defined herein have the
meanings specified in the applicable Indenture.
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Each of the undersigned, for himself, states that he has read and is
familiar with the provisions of Article Two of each of the Indentures relating
to the establishment of the forms of Security representing a series of
Securities thereunder and Article Three of each of the Indentures relating to
the establishment of a series of Securities thereunder, and in each case, the
definitions therein relating thereto; that he is generally familiar with the
other provisions of each of the Indentures and with the affairs of the Company
and its acts and proceedings and that the statements and opinions made by him in
this Certificate are based upon such familiarity; and that, in his opinion, he
has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not the covenants and conditions
referred to above have been complied with.
Insofar as this Certificate relates to legal matters, it is based, as
provided for in Section 103 of each of the Indentures, upon the Opinion of
Counsel delivered to the Trustee contemporaneously herewith pursuant to Section
303 of each of the Indentures and relating to the Notes.
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IN WITNESS WHEREOF, the undersigned have hereunto signed this Certificate
on behalf of the Company this 30th day of June, 1999.
OCCIDENTAL PETROLEUM CORPORATION
By: /s/ James R. Havert
-------------------------------------
Name: James R. Havert
Title: Vice President and Treasurer
By: /s/ John W. Alden
-------------------------------------
Name: John W. Alden
Title: Assistant Secretary
<PAGE>
INDEX OF TERMS*
Term Location of Definition
---- ----------------------
Business Day......................................... (3)(vii)(e)
Calculation Agent.................................... (3)(xv)(i)
Calculation Date..................................... (3)(xv)(i)
Company.............................................. Preface
Corporate Trust Office............................... Indenture
Definitive Note...................................... (3)(iv)
Depositary........................................... Indenture
Designated Persons................................... (3)(iii)
Discount Note........................................ (3)(xvi)(a)
Discount Security.................................... Indenture
Dollar or $.......................................... Indenture
Fixed Rate Note...................................... (3)(vii)(a)
Floating Rate Note................................... (3)(vii)(a)
Global Note.......................................... (3)(iv)
Holder............................................... Indenture
Indenture............................................ Preface
Index Maturity....................................... (3)(xv)(b)
Index Rate Basis..................................... (3)(xv)(a)
Initial Interest Rate................................ (3)(xv)(f)
Interest Accrual Period.............................. (3)(vii)(d)
Interest Determination Date.......................... (3)(xv)(d)
Interest Payment Date................................ Indenture
Interest Reset Date.................................. (3)(xv)(c)
Interest Reset Period................................ (3)(xv)(c)
London Business Day.................................. (3)(vii)(e)
Maturity............................................. Indenture
Maximum Interest Rate................................ (3)(xv)(e)
Minimum Interest Rate................................ (3)(xv)(e)
Note................................................. (3)(i)
Officers' Certificate................................ Indenture
Opinion of Counsel................................... Indenture
Optional Reset Date.................................. (3)(xv)(c)
Paying Agent......................................... Indenture
Person............................................... Indenture
Predecessor Securities............................... Indenture
Purchase Date........................................ (3)(xii)(a)
Purchase Notice...................................... (3)(xii)(a)
Purchase Price....................................... (3)(xii)(c)
Redemption Date...................................... Indenture
Registered Security.................................. Indenture
Regular Record Date.................................. Indenture
Securities........................................... Indenture
Security Register.................................... Indenture
Spread............................................... (3)(xv)(b)
Spread Multiplier.................................... (3)(xv)(b)
Stated Maturity...................................... Indenture
Trustee.............................................. Preface
* This Index of Terms shall not be deemed to constitute a part of this Officers'
Certificate. Capitalized terms used but not defined in this Officers'
Certificate are defined in Section 101 of the Indentures.
<PAGE>
[Form of Global Fixed Rate Registered Security -- United States]
REGISTERED REGISTERED
OCCIDENTAL PETROLEUM CORPORATION
NO. FXR- MEDIUM-TERM [SENIOR] [SUBORDINATED]
NOTE, SERIES [C] [A] PRINCIPAL AMOUNT:
(Fixed Rate) U.S.$
CUSIP:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Issue Price: Original Issue Date:
Interest Rate: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Exchange Rate Agent:
Dual Currency Note: [ ] Yes (see addendum) [ ] No
Optional Payment Currency:
Designated Exchange Rate:
Indexed Principal Note: [ ] Yes (see addendum) [ ] No
Interest Rate Reset: [ ] The Interest Rate may not be changed prior to
Stated Maturity.
[ ] The Interest Rate may be changed prior to
Stated Maturity (see addendum).
Optional Reset Dates (if applicable):
Amortizing Note: [ ] Yes [ ] No
Amortization Schedule:
EXHIBIT A
1
<PAGE>
Optional Redemption: [ ] Yes [ ] No
Optional Redemption Date(s):
Initial Redemption Percentage: ___%
Annual Redemption Percentage Reduction: ___%
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Date(s):
Optional Extension of Stated Maturity: [ ] Yes [ ] No
Final Maturity:
Renewable Note: [ ] Yes (see addendum) [ ] No
Addendum Attached: [ ] Yes [ ] No
-----------------
Dated: .........................
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By: ................................
Authorized Signatory
2
<PAGE>
OCCIDENTAL PETROLEUM CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Company"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the face amount hereof, or, in the case of an Indexed Principal Note, the face
amount hereof, adjusted by reference to prices, changes in prices, or
differences between prices, of securities, currencies, intangibles, goods,
articles or commodities or by such other objective price, economic or other
measures (an "Index") as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith (the "principal amount" or
"principal"), in the Specified Currency specified above on the Stated Maturity
specified above (unless and to the extent earlier redeemed or repaid prior to
such Stated Maturity) and to pay interest on the principal amount then
outstanding at the Interest Rate shown above from the Original Issue Date
specified above or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually in arrears on and , in each
year, commencing with the first Interest Payment Date next succeeding the
Original Issue Date, at the rate per annum set forth above, until the principal
amount hereof is paid or made available for payment; provided, however, that if
the Original Issue Date of this Note is between a Regular Record Date (as
defined below) and the related Interest Payment Date, the first payment of
interest on this Note will be made on the Interest Payment Date immediately
following the next succeeding Regular Record Date to the registered Holder on
such next succeeding Regular Record Date. Interest payments for this Note will
include interest accrued to but excluding each Interest Payment Date. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture (as defined below), be paid to
the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the fifteenth calendar day (whether or
not a Business Day), as the case may be (each a "Regular Record Date"), next
preceding such Interest Payment Date; provided, however, that interest payable
at the Stated Maturity or earlier redemption or repayment of this Note (the
"Maturity") shall be payable to the Person to whom principal shall be payable.
If any Interest Payment Date or Maturity with respect to this Note falls on a
day that is not a Business Day, the payment due on such Interest Payment Date or
at Maturity will be made on the following day that is a Business Day as if it
were made on the date such payment was due and no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date or
Maturity, as the case may be. Except as otherwise provided in the Indenture, any
interest not punctually paid or duly provided for on any Interest Payment Date
other than at Maturity (herein called "Defaulted Interest") will forthwith cease
to be payable to the Holder on the Regular Record Date with respect to such
Interest Payment Date by virtue of having been such Holder and may either (l) be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee (as defined
below), written notice of which shall be given to the Holder of this Note by the
Company not less than 10 calendar days prior to such Special Record Date, or (2)
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture. Payment of the principal of and interest, if any, on this Note
will be made at the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, or at any other place designated by the Company
for such purpose, and, if the Specified Currency is U.S. dollars, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company, payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register, and provided, further that, if the Holder hereof is the
Holder of U.S. $1,000,000 (or the equivalent thereof in a currency other than
U.S. dollars determined as provided on the reverse hereof) or more in aggregate
principal amount of Notes having the same Interest Payment Dates, at the option
of the Company, such U.S. dollar interest payments will be made by wire transfer
of immediately available funds if appropriate wire transfer instructions have
been received in writing by the Trustee not less than 15 days prior to the
applicable payment date. Any wire instructions received by the Trustee shall
remain in effect until revoked by the Holder. Simultaneously with any election
by the Holder hereof to receive payments in respect hereof in the Specified
Currency (if other than U.S. dollars), such Holder shall provide appropriate
wire transfer instructions to the Trustee and all such payments will be made by
wire transfer of immediately available funds to an account maintained by the
payee with a bank located outside the United States.
For purposes of this Note, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York; provided, however, that, with respect to
foreign currency Notes, the day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to close in the
Principal
3
<PAGE>
Financial Center (as defined below) of the country issuing the Specified
Currency or, if the Specified Currency is Euro, the day is also a day on which
the Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET) System is open.
For the purposes of this Note, "Principal Financial Center" means
(1) the capital city of the country issuing the Specified Currency,
except that with respect to United States dollars, Australian dollars,
Canadian dollars, Deutsche marks, Dutch guilders, Italian lire, South
African rand and Swiss francs, the "Principal Financial Center" will
be The City of New York, Sydney and Melbourne, Toronto, Frankfurt,
Amsterdam, Milan, Johannesburg and Zurich, respectively, or
(2) the capital city of the country to which the LIBOR Currency
relates, except that with respect to United States dollars, Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian
lire, Portuguese escudos, South African rand and Swiss francs, the
"Principal Financial Center" will be The City of New York, Sydney,
Toronto, Frankfurt, Amsterdam, Milan, London, Johannesburg and Zurich,
respectively.
[The indebtedness evidenced by this Note is, to the extent set forth in the
Indenture, expressly subordinated and subject in right of payment to the prior
payment in full of Senior Indebtedness as defined in the Indenture, and this
Note is issued subject to such provisions, and each Holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes and directs the Trustee in such Holder's behalf to take such action
as may be necessary or appropriate to acknowledge or effectuate the
subordination as provided in the Indenture and appoints the Trustee as such
Holder's attorney-in-fact for any and all such purposes.]
If this Note is an Amortizing Note as shown on the face hereof or in the
pricing supplement attached hereto or delivered herewith, a portion or all the
principal amount of the Note is payable prior to Stated Maturity in accordance
with a schedule, by application of a formula, or by reference to an index (as
described above).
The principal hereof and any premium and interest hereon are payable by the
Company in the Specified Currency shown above. If the Specified Currency shown
above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described below. The
Holder hereof may, if so indicated above, elect to receive all payments in
respect hereof in the Specified Currency by notifying the participant of the
depositary through which its interest is held, or, in the case of certificated
notes, the Trustee, at its office in the Borough of Manhattan, the City of New
York, or at such other place as the Company may designate, on or before the
applicable Regular Record Date, in the case of a payment of interest, and on or
before the sixteenth day, whether or not a Business Day, before its Stated
Maturity, in the case of principal or premium, of the Holder's election to
receive all or a portion of any payment in a Specified Currency. In the case of
book-entry notes, the participant must notify the depositary of any election on
or before the third Business Day after the Regular Record Date. The depositary
or the Trustee, as applicable, will notify the Paying Agent of the election on
or before the fifth Business Day after the Regular Record Date. If complete
instructions are received by the participant and forwarded to the depositary,
and forwarded by the depositary to the Paying Agent, on or before the relevant
dates, the beneficial owner of this Note will receive payments in the Specified
Currency. Such election will remain in effect until revoked by written notice to
the Trustee received not later than fifteen calendar days prior to the
applicable payment date. If the Company determines that the Specified Currency
is not available for making payments in respect hereof due to the imposition of
exchange controls or other circumstances beyond the Company's control or is no
longer used by the government of the country issuing such currency or for the
settlement of transactions by public institutions or within the international
banking community, then the Holder hereof may not so elect to receive payments
in the Specified Currency, and any such outstanding election shall be
automatically suspended, and payments shall be in U.S. dollars, until the
Company determines that the Specified Currency is again available for making
such payments.
4
<PAGE>
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Notwithstanding the foregoing, if an Addendum is attached hereto as
specified above, this Note shall be subject to the terms set forth in such
Addendum.
Unless the certificate of authentication hereon has been executed by the
Trustee or its duly appointed co-authenticating agent by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
- --------------------
This Note is one of a duly authorized issue of securities (herein called
the "Securities") of the Company (which term includes any successor corporation
under the Indenture hereinafter referred to) issued and to be issued pursuant to
such Indenture. This Security is one of a series designated by the Company as
its Medium-Term [Senior] [Subordinated] Notes, Series [C] [A] (the "Notes"). The
Indenture does not limit the aggregate principal amount of the Notes or the
Securities.
The Company issued this Note pursuant to an Indenture, dated as of [April
l, 1998] [January 20, 1999] (herein called the "Indenture" which term, for the
purpose of this Note, shall include the Officers' Certificate dated June 30,
1999, delivered pursuant to Sections 201 and 301 of the Indenture), between the
Company and The Bank of New York, as trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and Holders of the Notes and of the terms upon which
the Notes are, and are to be, authenticated and delivered. The U.S. dollar
equivalent of the public offering price or purchase price of Notes denominated
in currencies other than U.S. dollars will be determined by The Bank of New
York, as exchange rate agent for the Notes (the "Exchange Rate Agent") pursuant
to the Exchange Rate Agency Agreement, dated as of June 30, 1999, between the
Company and the Exchange Rate Agent.
The Notes are issuable as Registered Securities, without coupons, in
denominations of $1,000 (if the Specified Currency is U.S. Dollars) and any
amount in excess thereof which is an integral multiple of $1,000 (if the
Specified Currency is U.S. Dollars). As provided in the Indenture and subject to
certain limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of like tenor of any authorized
denomination, as requested by the Holder surrendering the same, upon surrender
of the Note or Notes to be exchanged at any office or agency described below
where Notes may be presented for registration of transfer.
Fixed Rate Notes
- ----------------
This Note will bear interest at the rate per annum stated on the face
hereof or in an addendum hereto or delivered herewith until the principal amount
hereof is paid or made available for payment, except as otherwise described
below under "Subsequent Interest Periods" and "Extension of Maturity," and
except that if so specified in an addendum hereto, the rate of interest payable
on certain Fixed Rate Notes may be subject to adjustment as specified therein.
Interest on this Note will be computed on the basis of a 360-day year of twelve
30-day months.
Subsequent Interest Periods
- ---------------------------
If so specified on the face hereof or in an addendum hereto, the Interest
Rate on this Note may be reset by the Company on the date or dates specified on
the face hereof or in an addendum hereto or delivered herewith (each an
"Optional Reset Date"). Not later than 40 days prior to each Optional Reset
Date, the Trustee will mail to the Holder of this Note a notice (the "Reset
Notice"), first class, postage prepaid, indicating whether the Company has
elected to reset the Interest Rate, and if so, (i) such new Interest Rate and
(ii) the provisions, if any, for redemption during the period from such Optional
Reset Date to the next Optional Reset Date, or, if there is no such next
Optional Reset Date, to the Stated Maturity of this Note (each such period, a
"Subsequent Interest Period"), including the date or dates on
5
<PAGE>
which or the period or periods during which and the price or prices at which
such redemption may occur during the Subsequent Interest Period. Upon the
transmittal by the Trustee of a Reset Notice to the holder of a Note, such new
interest rate shall take effect automatically. Except as modified by the Reset
Notice and as described below, such Note will have the same terms as prior to
the transmittal of such Reset Notice. Notwithstanding the foregoing, not later
than 20 days prior to an Optional Reset Date, the Company may, at its option,
revoke the Interest Rate provided for in the Reset Notice and establish a higher
Interest Rate for the Subsequent Interest Period by causing the Trustee to mail
notice of such higher Interest Rate to the Holder of this Note. Such notice
shall be irrevocable. All Notes with respect to which the Interest Rate is reset
on an Optional Reset Date will bear such higher Interest Rate whether or not
tendered for repayment.
The Holder of this Note will have the option to elect repayment by the
Company on each Optional Reset Date at a price equal to the principal amount
hereof, plus interest accrued to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedures set
forth below for optional repayment, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date, and except that if the Holder has tendered this
Note for repayment pursuant to a Reset Notice, the Holder may, by written notice
to the Trustee, revoke such tender for repayment until the close of business on
the tenth day before the Optional Reset Date.
Indexed Principal Notes
- -----------------------
If this Note is an Indexed Principal Note, then the principal amount
payable at Stated Maturity or earlier redemption or retirement, is determined by
reference to the amount designated on the face hereof or in an addendum hereto
as the face amount of this Note and by reference to the Index as described on
the face hereof or in an addendum hereto. If this Note is an Indexed Principal
Note, the principal amount payable at Stated Maturity or any earlier redemption
or repayment of this Note may be different from the face amount.
If a third party is appointed to calculate or announce the Index for a
particular Indexed Principal Note and this third party either suspends the
calculation or announcement of such Index or changes the basis upon which such
Index is calculated, in a manner that is inconsistent with the applicable
pricing supplement, then the Company will select another third party to
calculate or announce the Index. The agents or their respective affiliates may
be either the original or successor third party selected by the Company
If for any reason such Index cannot be calculated on the same basis and
subject to the same conditions and controls as applied to the original third
party, then the indexed principal amount of such Indexed Principal Note will be
calculated in the manner set forth in the applicable pricing supplement. Any
determination by the selected third party will be binding on all parties, except
in the case of an obvious error.
Specified Currency
- ------------------
If the Specified Currency is other than U.S. dollars, the amount of any
U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such Notes by deductions from
such payments. If no such bid quotations are available, then such payments will
be made in the Specified Currency, unless the Specified Currency is unavailable
due to the imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment will be made as described in the next
paragraph.
6
<PAGE>
Payments in Currencies Other than the Specified Currency
- --------------------------------------------------------
Except as set forth below, if any payment in respect hereof is required to
be made in a Specified Currency other than U.S. dollars and such currency is (i)
unavailable due to the imposition of exchange controls or other circumstances
beyond the Company's control, (ii) is no longer used by the government of the
country issuing such currency or (iii) is no longer used for the settlement of
transactions by public institutions of or within the international banking
community, then such payment shall be made in U.S. dollars until such currency
is again available or so used. The amount so payable on any date in such foreign
currency shall be converted into U.S. dollars on the basis of the noon buying
rate in New York City for cable transfers, in the Specified Currency, as
certified for customs purposes by the Federal Reserve Bank of New York (the
Market Exchange Rate") as of the second Business Day preceding that day, or if
such Market Exchange Rate is unavailable, the most recently available Market
Exchange Rate for such currency, or as otherwise indicated on the face hereof or
in the pricing supplement attached hereto or delivered herewith. Any payment
made under such circumstances in U.S. dollars will not constitute an Event of
Default under the Indenture.
In the event of an official redenomination of the Specified Currency of
this Note (other than as a result of the European Monetary Union, but including,
without limitation, an official redenomination of any such Specified Currency
that is a composite currency), the obligations of the Company with respect to
payments on this Note shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. This Note does not provide for any adjustment to any amount
payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated).
Dual Currency Notes
- -------------------
If this Note is specified on the face hereof or in an addendum hereto as a
Dual Currency Note, the Company may have a one time option, exercisable on one
or more dates (each an "Option Election Date"), with respect to all Dual
Currency Notes issued on the same day and having the same terms (a "Tranche"),
of thereafter making all payments of principal, premium, if any, and interest
(which payments would otherwise be made in the Specified Currency of such Notes)
in an optional currency (the "Optional Payment Currency"). Such option will be
exercisable in whole but not in part on an Option Election Date, which will be
any one of the dates specified on the face hereof or in an addendum hereto.
If the Company makes such an election, the amount payable in the Optional
Payment Currency shall be determined using the Designated Exchange Rate
specified on the face hereof or in an addendum hereto. If such election is made,
notice of such election shall be mailed in accordance with the terms of the
applicable Tranche of Dual Currency Notes within two Business Days of the Option
Election Date and shall state (i) the first date, whether an Interest Payment
Date and/or Stated Maturity, on which scheduled payments in the Optional Payment
Currency will be made and (ii) the Designated Exchange Rate. Any such notice by
the Company, once given, may not be withdrawn. The equivalent value in the
Specified Currency of payments made after such an election may be less, at the
then current exchange rate, than if the Company had made such payment in the
Specified Currency.
Renewable Notes
- ---------------
If this Note is specified on the face hereof or in an addendum hereto as a
Renewable Note, this Note will mature on an Interest Payment Date occurring in
or prior to the twelfth month following the Original Issue Date of this Note
(the "Initial Stated Maturity") unless the term of all or any portion of this
Note is renewed in accordance with the following procedures.
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Stated Maturity of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth
7
<PAGE>
month (or in the last month of each Special Election Interval) after such
Initial Renewal Date (each, together with the Initial Renewal Date, a "Renewal
Date"), the term of this Note may be extended to the Interest Payment Date
occurring in the twelfth month (or, if a Special Election Interval is specified
on the face hereof or in the pricing supplement attached hereto or delivered
herewith, the last month in a period equal to twice the Special Election
Interval) after such Renewal Date, if the Holder of this Note elects to extend
the term of this Note or any portion thereof as described below. If the Holder
does not elect to extend the term of any portion of the principal amount of this
Note during the specified period prior to any Renewal Date, such portion will
become due and payable on the Interest Payment Date occurring in the sixth month
(or the last month in the Special Election Interval) after such Renewal Date
(the "New Maturity Date").
The Holder may elect to renew the term of this Note, or if so specified,
any portion thereof, by delivering a notice to such effect to the Trustee (or
any duly appointed paying agent) at the corporate trust office of the Trustee or
agency of the Trustee in the City of New York not less than 15 nor more than 30
days prior to such Renewal Date. Such election will be irrevocable and will be
binding upon each subsequent Holder of this Note. An election to renew the term
of this Note may be exercised with respect to less than the entire principal
amount of this Note only if so specified on the face hereof or in an addendum
hereto and then only in such principal amount, or any integral multiple in
excess of such amount, as is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith. Notwithstanding the foregoing,
the term of this Note may not be extended beyond the Stated Maturity specified
for this Note on the face hereof or in an addendum hereto.
If the Holder does not elect to renew the term, this Note must be presented
to the Trustee (or any duly appointed paying agent) and, as soon as practicable
following receipt of such Note the Trustee (or any duly appointed paying agent)
shall issue in exchange therefor in the name of such Holder (i) a Note, in a
principal amount equal to the principal amount of such exchanged Note for which
no election to renew the term thereof was exercised, with terms identical to
those specified on such exchanged Note (except that such Note shall have a
fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if an
election to renew is made with respect to less than the full principal amount of
such Holder's Note, the Trustee, or any duly appointed paying agent, shall issue
in exchange for such Note in the name of such Holder, a replacement Renewable
Note, in a principal amount equal to the principal amount of such exchanged Note
for which the election to renew was made, with terms otherwise identical to the
exchanged Note.
Extension of Maturity
- ---------------------
If so specified on the face hereof or in an addendum hereto, the Maturity
of this Note may be extended at the option of the Company for one or more
periods of whole years specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith (each an "Extension Period") from one to
five, up to but not beyond the date (the "Final Maturity") set forth on the face
hereof or in an addendum hereto. The Company may exercise such option by
notifying the Trustee for this Note at least 45 but not more than 60 days prior
to the old Stated Maturity of this Note. If the Company exercises such option,
the Trustee will mail to the Holder of this Note not later than 40 days prior to
the old Stated Maturity a notice (the "Extension Notice") first class, postage
prepaid indicating (i) the election of the Company to extend the Stated
Maturity, (ii) the new Stated Maturity, (iii) the Interest Rate applicable to
the Extension Period and (iv) the provisions, if any, for redemption during such
Extension Period including the date or dates on which, or the period or periods
during which, and the price or prices at which such redemption may occur during
the extension period.
Upon the Trustee's mailing of the Extension Notice, the Stated Maturity of
this Note shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, this Note will have the
same terms as prior to the mailing of such Extension Notice. Notwithstanding the
foregoing, not later than 20 days prior to the old Stated Maturity of this Note,
the Company may, at its option, revoke the Interest Rate provided for in the
Extension Notice and establish a higher Interest Rate for the Extension Period
by causing the Trustee to mail notice of such higher Interest Rate, first class,
postage prepaid to the Holder of this Note. Such notice shall be irrevocable.
All Notes with respect to which the Stated Maturity is extended will bear such
higher Interest Rate for the extension period, whether or not tendered for
repayment.
8
<PAGE>
If the Company extends the Stated Maturity of this Note, the Holder will
have the option to elect repayment of this Note by the Company on the old Stated
Maturity at a price equal to the principal amount hereof, plus interest accrued
to such date. In order to obtain repayment on such old Stated Maturity once the
Company has extended the Stated Maturity hereof, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery of this Note or notification to the Trustee shall be at least 25 but
not more than 35 days before the old Stated Maturity, and except that if the
Holder has tendered this Note for repayment pursuant to an Extension Notice, the
Holder may, by written notice to the Trustee, revoke such tender for repayment
until the close of business on the tenth day before the old Stated Maturity.
Optional Redemption, Repayment and Repurchase
- ---------------------------------------------
This Note will be subject to redemption at the option of the Company on any
date on or after the first Optional Redemption Date, if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S.$1,000
(if the Specified Currency is U.S. dollars) or such other increment specified on
the face hereof under Authorized Denomination (if the Specified Currency is not
U.S. dollars) (provided that any remaining principal amount hereof shall be an
Authorized Denomination and at least the minimum Authorized Denomination hereof)
at the Redemption Price (as defined below), together with unpaid interest
accrued thereon to the date fixed for redemption (the "Redemption Date"), on
written notice given to the Holder hereof (in accordance with the provisions of
the Indenture) not more than 60 nor less than 30 calendar days prior to the
Redemption Date. The "Redemption Price" shall be the Initial Redemption
Percentage specified on the face hereof (as adjusted by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof as set forth below)
multiplied by the unpaid principal amount of this Note to be redeemed. The
Initial Redemption Percentage, if any, shall decline at each anniversary of the
Initial Redemption Date by the Annual Redemption Percentage Reduction, if any,
until the Redemption Price is equal to 100% of the unpaid principal amount to be
redeemed. Whenever less than all of the Notes of like tenor and terms are to be
redeemed, the Notes to be redeemed and the Holders thereof shall be selected by
the Trustee by such method as the Trustee shall deem fair and reasonable. In the
event of redemption of this Note in part only, a new Note of like tenor and
otherwise having the same terms as this Note for the unredeemed portion hereof
shall be issued by the Company in the name of the Holder hereof, without charge,
upon the presentation and surrender hereof.
This Note will be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S.$l,000 (if
the Specified Currency is U.S. dollars) or such other increment specified on the
face hereof under Authorized Denomination (if the Specified Currency is not U.S.
dollars) (provided that any remaining principal amount hereof shall be an
Authorized Denomination and at least the minimum Authorized Denomination hereof)
at a repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued thereon to the date fixed for repayment
(the "Repayment Date"). For this Note to be repaid, the Trustee must receive at
its office, currently located at 101 Barclay Street, 21 West, New York, New
York, not more than 60 nor less than 30 calendar days prior to the Repayment
Date, (i) in the case of a certificated note, such certificated note and the
form thereon entitled "Option to Elect Repayment" duly completed or (ii) in the
case of a book-entry note, instructions to such effect from the applicable
Beneficial Owner to the Depositary and forwarded by the Depositary. Exercise of
such repayment option by the Holder hereof will be irrevocable. In the event of
repayment of this Note in part only, a new Note of like tenor and terms for the
unrepaid portion hereof and otherwise having the same terms as this Note shall
be issued by the Company in the name of the Holder hereof without charge, upon
the presentation and surrender hereof.
For all purposes of this Note and the Indenture, unless the context
otherwise requires, all provisions relating to the redemption by the Company of
Notes shall relate, in the case of any Notes redeemed or to be redeemed by the
Company only in part, to that portion of the principal amount of such Notes that
has been or is to be so redeemed.
Events of Default
- -----------------
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
9
<PAGE>
Amendment of Indenture
- ----------------------
The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Notes. The Indenture
also permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations under the Indenture of the
Company and the rights of Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series to be affected. The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series, on behalf of the Holders of
all the Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or,
subject to the provisions for satisfaction and discharge in Article Four, of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.
Defeasance
- ----------
The Indenture permits the Company, by irrevocably depositing, in amounts
and maturities sufficient to pay and discharge at the Stated Maturity or
Redemption Date, as the case may be, the entire indebtedness on all Outstanding
Notes, cash or U.S. Government Obligations with the Trustee in trust solely for
the benefit of the Holders of all Outstanding Notes, to defease the Indenture
with respect to such Notes, and upon such deposit the Company shall be deemed to
have paid and discharged its entire indebtedness on such Notes. Thereafter,
Holders would be able to look only to such trust fund for payment of principal
and interest at the Stated Maturity or Redemption Date, as the case may be.
Transfer of Notes
- -----------------
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of Notes is registrable in the Security Register, upon
surrender of a Note for registration of transfer at the Corporate Trust Office
of the Trustee or at the office or agency of the Trustee in the Borough of
Manhattan, The City of New York, or at such other offices or agencies as the
Company may designate, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
Transfers of ownership interests in a Global Note representing Notes in
book-entry form are to be accomplished by entries made on the books of
participants of the depositary acting on behalf of beneficial owners.
No service charge shall be made by the Company, the Trustee or the Security
Registrar for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith (other than exchanges pursuant to
Sections 304, 906 or 1107 of the Indenture not involving any transfer or as
provided in the Indenture).
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
10
<PAGE>
Governing Law
- -------------
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York including, without limitation,
Section 5-1401 of the New York General Obligations Law.
All undefined terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
11
<PAGE>
IN WITNESS WHEREOF, Occidental Petroleum Corporation has caused this
Instrument to be signed by the signature or facsimile signature of its Chairman
of the Board, President, a Vice President, its Treasurer or an Assistant
Treasurer and by its Secretary or an Assistant Secretary by his or her signature
or a facsimile thereof, and its corporate seal or a facsimile of its corporate
seal to be affixed hereunto or imprinted hereon.
(SEAL) OCCIDENTAL PETROLEUM CORPORATION
By:
--------------------------------
Title:
Attest:
- -----------------------------
Title:
12
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in UNIF GIFT MIN ACT ......... Custodian ..........
common (Cust.) (Minor)
Under Uniform Gifts to Minor Act
TEN ENT - as tenants by the
entireties ................................................
(State)
JT TEN - as joint tenants with
right of survivor
ship and not as tenants
in common
Additional abbreviations may also be used though not in the above list.
---------------------
FOR VALUE RECEIVED, the undersigned hereby sells(s), assign(s) and transfer(s)
unto
Please Insert Social Security or Employer
Identification Number of Assignee
- -----------------------------
| - - |
- -----------------------------
- --------------------------------------------------------------------------------
Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee
- --------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing _______________ attorney to transfer said Security on the books
of the Company, with full power of substitution in the premises.
Dated:
------------------------- -----------------------------------
Signature
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.
13
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to, but not including, the Repayment Date, to the
undersigned, at:
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its office in the
Borough of Manhattan, The City of New York, currently located 101 Barclay
Street, 21 West not more than 60 nor less than 30 calendar days prior to the
Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S.$ 1,000 or other
Authorized Denomination specified on the face hereof (provided that any
remaining principal amount shall be at least U.S.$100,000 or the minimum
Authorized Denomination)) which the Holder elects to have repaid and specify the
denomination or denominations (which shall be U.S.$100,000 or the minimum
Authorized Denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
-------------------------------------
Principal amount to be repaid: $ | Notice: The signature(s) on this |
| must correspond with the name(s) |
Option to Elect Repayment Date: | as written upon the face of this |
| Note in every particular, without |
| alteration or enlargement or any |
| change whatsoever. |
-------------------------------------
Dated:
-------------------------------- -------------------------------------
signature
14
<PAGE>
[Form of Global Floating Rate Registered Security - United States]
REGISTERED REGISTERED
OCCIDENTAL PETROLEUM CORPORATION
NO. FLR- MEDIUM-TERM [Senior] [Subordinated] PRINCIPAL AMOUNT:
NOTE, SERIES [C] [A] U.S.$
(Floating or Indexed Rate) CUSIP:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Issue Price: Original Issue Date:
Initial Interest Rate: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Exchange Rate Agent: Calculation Agent:
Dual Currency Note: [ ] Yes (see addendum) [ ] No
Optional Payment Currency:
Designated Exchange Rate:
Interest Rate Basis or Bases:
If LIBOR: If CMT Rate:
[ ] LIBOR Reuters Designated CMT Telerate
Page: Page:
[ ] LIBOR Telerate If Telerate Page 7052:
Page: [ ] Weekly Average
[ ] Monthly Average
Designated LIBOR Currency: Designated CMT Maturity Index:
EXHIBIT B
1
<PAGE>
Interest Reset Period Index Maturity:
or Interest Reset Dates:
Interest Payment Dates:
Indexed Principal Note: [ ] Yes (see addendum) [ ] No
Spread Multiplier: Spread (+/-):
Spread Reset: [ ] The Spread or Spread Multiplier may not be changed
prior to Stated Maturity.
[ ] The Spread or Spread Multiplier may be changed
prior to Stated Maturity (see addendum).
Optional Reset Date (if applicable):
Maximum Interest Rate: Minimum Interest Rate:
Regular Floating Rate Note: [ ] Yes [ ] No
Inverse Floating Rate Note: [ ] Yes (see addendum) [ ] No
Fixed Interest Rate: %
Floating Rate / Fixed Rate Note: [ ] Yes (see addendum) [ ] No
Fixed Rate Commencement Date:
Fixed Interest Rate: %
Day Count Convention:
[ ] 30/360 for the period from _________ to _________
[ ] Actual/360 for the period from _________ to _________
[ ] Actual/Actual for the period from _________ to _________
Applicable Interest Rate Basis:
Amortizing Note: [ ] Yes [ ] No
Amortization Schedule:
Optional Redemption: [ ] Yes [ ] No
Optional Redemption Date(s):
Initial Redemption Percentage:
2
<PAGE>
Annual Redemption Percentage Reduction: ___%
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Date(s):
Discount Note: [ ] Yes [ ] No
Issue Price: ___%
Yield to Maturity:
Optional Extension of Stated Maturity: [ ] Yes [ ] No
Final Maturity:
Renewable Note: [ ] Yes (see addendum) [ ] No
Addendum Attached [ ] Yes [ ] No
Special Election Interval (if applicable):
Amount (if less than entire principal amount)
as to which election may be exercised:
-----------------
Dated: ......................
3
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By:..................................
Authorized Signatory
4
<PAGE>
OCCIDENTAL PETROLEUM CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Company"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the face amount hereof, or, in the case of an Indexed Principal Note, the face
amount hereof, adjusted by reference to prices, changes in prices, or
differences between prices, of securities, currencies, intangibles, goods,
articles or commodities or by such other objective price, economic or other
measures (an "Index") as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith (the "principal amount" or
"principal"), in the Specified Currency specified above on the Stated Maturity
specified above (unless and to the extent earlier redeemed or repaid prior to
such Stated Maturity) and to pay interest on the principal amount then
outstanding from the Original Issue Date specified above or from the most recent
Interest Payment Date to which interest has been paid or duly provided for at a
rate per annum equal to the Initial Interest Rate specified above until the
first Interest Reset Date specified above following the Original Issue Date
specified above and thereafter at a rate determined in accordance with the
provisions specified herein or in an Addendum hereto with respect to one or more
Interest Rate Bases specified above , which Interest Rate Basis or Bases may be
adjusted by adding or subtracting the Spread and/or multiplying the applicable
Interest Rate Basis by the Spread Multiplier depending on whether a Spread
and/or Spread Multiplier is specified above, until the principal hereof is paid
or duly made available for payment. The "Spread," if any, is the number of basis
points to be added to or subtracted from the Interest Rate Basis or Bases, as
specified above, and the "Spread Multiplier," if any, is the percentage of the
Interest Rate Basis or Bases, as specified above, by which such Interest Rate
Basis or Bases are to be multiplied. The "Index Maturity," if any, is the period
to maturity of the instrument or obligation with respect to which the related
Interest Rate Basis or Bases are calculated, as designated above. If more than
one Interest Rate Basis is specified above, the applicable Interest Rate Basis
shall be the lowest of such Interest Rate Bases on the Interest Determination
Date. The Company will pay interest in arrears on each Interest Payment Date, if
any, specified above (each, an "Interest Payment Date"), commencing with the
first Interest Payment Date next succeeding the Original Issue Date specified
above, and at the Stated Maturity or earlier redemption or repayment of this
Note (the "Maturity"); provided, however, that if the Original Issue Date occurs
between a Record Date (as defined below) and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date next succeeding the Original Issue Date and will be payable to the
registered holder (the "Holder") of this Note at the close of business on the
Record Date with respect to such second Interest Payment Date.
Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the applicable Interest Payment
Date or the Stated Maturity, as the case may be (each, an "Interest Period").
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, subject to certain exceptions described herein, be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the fifteenth calendar day
(whether or not a Business Day, as defined below) immediately preceding such
Interest Payment Date (the "Record Date"); provided, however, that interest
payable on the Maturity will be payable to the Person to whom the principal
hereof and premium, if any, hereon shall be payable. If any Interest Payment
Date or Maturity with respect to this Note falls on a day that is not a Business
Day, the payment due on such Interest Payment Date or at Maturity will be made
on the following day that is a Business Day , except that if LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day, as if it were made on the date such payment was due and
no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date or Maturity, as the case may be. Except as otherwise
provided in the Indenture, any interest not punctually paid or duly provided for
("Defaulted Interest") on any Interest Payment Date other than the at Maturity
will forthwith cease to be payable to the Holder hereof as of the close of
business on the related Record Date and, instead, may either (1) be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a special record date (the "Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
Company, written notice whereof shall be given to the Holder of this Note by the
Company not less than 10 calendar days prior to such Special Record Date, or (2)
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture. Payment of the principal of and interest, if any, on this Note
will be made at the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, or at any other place designated by the Company
for such purpose, and, if the Specified Currency is U.S. dollars, in such coin
or currency of the United States of America as at the time of payment is legal
5
<PAGE>
tender for payment of public and private debts; provided, however, that at the
option of the Company, payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register, and provided, further that, if the Holder hereof is the
Holder of U.S. $1,000,000 (or the equivalent thereof in a currency other than
U.S. dollars determined as provided on the reverse hereof) or more in aggregate
principal amount of Notes having the same Interest Payment Dates, at the option
of the Company, such U.S. dollar interest payments will be made by wire transfer
of immediately available funds if appropriate wire transfer instructions have
been received in writing by the Trustee not less than 15 days prior to the
applicable payment date. Any wire instructions received by the Trustee shall
remain in effect until revoked by the Holder. Simultaneously with any election
by the Holder hereof to receive payments in respect hereof in the Specified
Currency (if other than U.S. dollars), such Holder shall provide appropriate
wire transfer instructions to the Trustee and all such payments will be made by
wire transfer of immediately available funds to an account maintained by the
payee with a bank located outside the United States.
For purposes of this Note, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York; provided, however, that, with respect to
foreign currency Notes, the day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center (as defined below) of the country issuing the
Specified Currency or, if the Specified Currency is Euro, the day is also a day
on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open.
For the purposes of this Note, "Principal Financial Center" means
(1) the capital city of the country issuing the Specified Currency,
except that with respect to United States dollars, Australian dollars,
Canadian dollars, Deutsche marks, Dutch guilders, Italian lire, South
African rand and Swiss francs, the "Principal Financial Center" will
be The City of New York, Sydney and Melbourne, Toronto, Frankfurt,
Amsterdam, Milan, Johannesburg and Zurich, respectively, or
(2) the capital city of the country to which the LIBOR Currency
relates, except that with respect to United States dollars, Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian
lire, Portuguese escudos, South African rand and Swiss francs, the
"Principal Financial Center" will be The City of New York, Sydney,
Toronto, Frankfurt, Amsterdam, Milan, London, Johannesburg and Zurich,
respectively.
[The indebtedness evidenced by this Note is, to the extent set forth in the
Indenture, expressly subordinated and subject in right of payment to the prior
payment in full of Senior Indebtedness as defined in the Indenture, and this
Note is issued subject to such provisions, and each Holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes and directs the Trustee in such Holder's behalf to take such action
as may be necessary or appropriate to acknowledge or effectuate the
subordination as provided in the Indenture and appoints the Trustee as such
Holder's attorney-in-fact for any and all such purposes.]
If this Note is an Amortizing Note as shown on the face hereof or in the
pricing supplement attached hereto or delivered herewith, a portion or all the
principal amount of the Note is payable prior to Stated Maturity in accordance
with a schedule, by application of a formula, or by reference to an index (as
described above).
The principal hereof and any premium and interest hereon are payable by the
Company in the Specified Currency shown above. If the Specified Currency shown
above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described below. The
Holder hereof may, if so indicated above, elect to receive all payments in
respect hereof in the Specified Currency by notifying the participant of the
depositary through which its interest is held, or, in the case of certificated
notes, the Trustee, at its office in the Borough of Manhattan, the City of New
York, or at such other place as the Company may designate, on or before the
applicable Record Date, in the case of a payment of interest, and on or before
the sixteenth day, whether or not a
6
<PAGE>
Business Day, before its Stated Maturity, in the case of principal or premium,
of the Holder's election to receive all or a portion of any payment in a
Specified Currency. In the case of book-entry notes, the participant must notify
the depositary of any election on or before the third Business Day after the
Record Date. The depositary or the Trustee, as applicable, will notify the
Paying Agent of the election on or before the fifth Business Day after the
Record Date. If complete instructions are received by the participant and
forwarded to the depositary, and forwarded by the depositary to the Paying
Agent, on or before the relevant dates, the beneficial owner of this Note will
receive payments in the Specified Currency. Such election will remain in effect
until revoked by written notice to the Trustee received not later than fifteen
calendar days prior to the applicable payment date. If the Company determines
that the Specified Currency is not available for making payments in respect
hereof due to the imposition of exchange controls or other circumstances beyond
the Company's control or is no longer used by the government of the country
issuing such currency or for the settlement of transactions by public
institutions or within the international banking community, then the Holder
hereof may not so elect to receive payments in the Specified Currency, and any
such outstanding election shall be automatically suspended, and payments shall
be in U.S. dollars, until the Company determines that the Specified Currency is
again available for making such payments.
Notwithstanding the foregoing, if an Addendum is attached hereto this Note
as specified above, this Note shall be subject to the terms set forth in such
Addendum.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee or its duly appointed co-authenticating agent by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
- --------------------
This Note is one of a duly authorized issue of securities (herein called
the "Securities") of the Company (which term includes any successor corporation
under the Indenture hereinafter referred to) issued and to be issued pursuant to
such Indenture. This Security is one of a series designated by the Company as
its Medium-Term [Senior] [Subordinated] Notes, Series [C] [A] (the "Notes"). The
Indenture does not limit the aggregate principal amount of the Notes or the
Securities.
The Company issued this Note pursuant to an Indenture, dated as of [April l,
1998] [January 20, 1999] (herein called the "Indenture" which term, for the
purpose of this Note, shall include the Officers' Certificate dated June 30,
1999, delivered pursuant to Sections 201 and 301 of the Indenture), between the
Company and The Bank of New York, as trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and Holders of the Notes and of the terms upon which
the Notes are, and are to be, authenticated and delivered. The U.S. dollar
equivalent of the public offering price or purchase price of Notes denominated
in currencies other than U.S. dollars will be determined by The Bank of New
York, as exchange rate agent for the Notes (the "Exchange Rate Agent") pursuant
to the Exchange Rate Agency Agreement, dated as of June 30, 1999, between the
Company and the Exchange Rate Agent.
The Notes are issuable as Registered Securities, without coupons, in
denominations of $1,000 (if the Specified Currency is U.S. Dollars) and any
amount in excess thereof which is an integral multiple of $1,000 (if the
Specified Currency is U.S. Dollars). As provided in the Indenture and subject to
certain limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of like tenor of any authorized
denomination, as requested by the Holder surrendering the same, upon surrender
of the Note or Notes to be exchanged at any office or agency described below
where Notes may be presented for registration of transfer.
7
<PAGE>
Floating Rate and Index Rate Notes
- ----------------------------------
The interest rate borne by this Note will be determined as follows:
(i) Unless this Note is specified on the face hereof as being a
"Floating Rate/Fixed Rate Note" or an "Inverse Floating Rate Note", or the
face hereof specifies that an Addendum hereto applies, in each case,
relating to a different interest rate formula, this Note shall be
designated as a "Regular Floating Rate Note" and, except as set forth below
or specified on the face hereof or in an Addendum hereto, shall bear
interest at the rate determined by reference to the applicable Interest
Rate Basis or Bases (a) plus or minus the Spread, if any, and/or (b)
multiplied by the Spread Multiplier, if any, in each case as specified on
the face hereof. Commencing on the first Interest Reset Date or Optional
Reset Date, if any, the rate at which interest on this Note shall be
payable shall be reset as of each Interest Reset Date and Optional Reset
Date elected by the Company, if any, specified on the face hereof,
provided, however, that the interest rate in effect for the period, from
the Original Issue Date to the first Interest Reset Date, or Optional Reset
Date, if applicable, shall be the Initial Interest Rate.
(ii) If this Note is specified on the face hereof as being a "Floating
Rate/Fixed Rate Note", then, except as set forth below or specified on the
face hereof or in an Addendum hereto, this Note shall bear interest at the
rate determined by reference to the applicable Interest Rate Basis or Bases
(a) plus or minus the applicable Spread, if any, and/or (b) multiplied by
the applicable Spread Multiplier, if any, in each case as specified on the
face hereof. Commencing on the first Interest Reset Date or Optional Reset
Date, if any, the rate at which interest on this Note shall be payable
shall be reset as of each Interest Reset Date and Optional Reset Date
elected by the Company, if any; provided, however, that (y) the interest
rate in effect for the period from the Original Issue Date to the first
Interest Reset Date shall be the Initial Interest Rate and (z) the interest
rate in effect (the "Fixed Interest Rate") for the period commencing on the
Fixed Rate Commencement Date specified on the face hereof to the Stated
Maturity shall be the Fixed Interest Rate specified on the face hereof or,
if no such Fixed Interest Rate is specified, the interest rate in effect
hereon on the day immediately preceding the Fixed Rate Commencement Date.
(iii) If this Note is specified on the face hereof as being an
"Inverse Floating Rate Note", then, except as set forth below or specified
on the face hereof or in an Addendum hereto, this Note shall bear interest
at the Fixed Interest Rate specified on the face hereof minus the rate
determined by reference to the applicable Interest Rate Basis or Bases (a)
plus or minus the applicable Spread, if any, and/or (b) multiplied by the
applicable Spread Multiplier, if any, in each case as specified on the face
hereof, provided, however, that, unless otherwise specified on the face
hereof or in an Addendum hereto, the interest rate hereon shall not be less
than zero. Commencing on the first Interest Reset Date or Optional Reset
Date elected by the Company, if any, the rate at which interest on this
Note shall be payable shall be reset as of each Interest Reset Date and
Optional Reset Date elected by the Company, if any; provided, however, that
the interest rate in effect for the period from the Original Issue Date to
the first Interest Reset Date, or Optional Reset Date elected by the
Company shall be the Initial Interest Rate.
Except as set forth above or specified on the face hereof or in an Addendum
hereto, the interest rate in effect on each day shall be (i) if such day is an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date (as defined below) immediately preceding such Interest Reset
Date or (ii) if such day is not an Interest Reset Date, the interest rate
determined as of the Interest Determination Date immediately preceding the most
recent Interest Reset Date. If any Interest Reset Date would otherwise be a day
that is not a Business Day, such Interest Reset Date shall be postponed to the
next succeeding Business Day, except that if LIBOR is an applicable Interest
Rate Basis and such Business Day falls in the next succeeding calendar month,
such Interest Reset Date shall be the immediately preceding Business Day. In
addition, if the Treasury Rate is an applicable Interest Rate Basis and the
Interest Determination Date would otherwise fall on an Interest Reset Date, then
such Interest Reset Date will be postponed to the next succeeding Business Day.
8
<PAGE>
The interest rate applicable to each Interest Reset Period commencing on
the related Interest Reset Date will be the rate determined by the Calculation
Agent as of the applicable Interest Determination Date and will be calculated by
the Calculation Agent on or prior to the Calculation Date (as defined below),
except with respect to LIBOR and the Eleventh District Cost of Funds Rate, which
will be calculated on such Interest Determination Date. The "Interest
Determination Date" with respect to the CD Rate, the CMT Rate, the Commercial
Paper Rate, the Federal Funds Rate and the Prime Rate will be the second
Business Day immediately preceding the applicable Interest Reset Date; the
"Interest Determination Date" with respect to the Eleventh District Cost of
Funds Rate shall be the last Business Day of the month immediately preceding the
applicable Interest Reset Date on which the Federal Home Loan Bank of San
Francisco (the "FHLB of San Francisco") publishes the Index (as defined below);
and the "Interest Determination Date" with respect to LIBOR shall be the second
London Business Day immediately preceding the applicable Interest Reset Date,
unless the Designated LIBOR Currency is British pounds sterling, in which case
the "Interest Determination Date" will be the applicable Interest Reset Date.
The "Interest Determination Date" with respect to the Treasury Rate shall be the
day in the week in which the applicable Interest Reset Date falls on which day
Treasury Bills (as defined below) are normally auctioned (Treasury Bills are
normally sold at an auction held on Monday of each week, unless such Monday is a
legal holiday, in which case the auction is normally held on the immediately
succeeding Tuesday, although such auction may be held on the preceding Friday);
provided, however, that if an auction is held on the Friday of the week
preceding the applicable Interest Reset Date, the "Interest Determination Date"
shall be such preceding Friday; provided, further, that if the Interest
Determination Date would otherwise fall on an Interest Reset Date then such
Interest Reset Date will be postponed to the next succeeding Business Day. If
the interest rate of this Note is determined with reference to two or more
Interest Rate Bases specified on the face hereof, the "Interest Determination
Date" pertaining to this Note shall be the most recent Business Day which is at
least two Business Days prior to the applicable Interest Reset Date on which
each Interest Rate Basis is determinable. Each Interest Rate Basis shall be
determined as of such date, and the applicable interest rate shall take effect
on the related Interest Reset Date.
Unless otherwise specified on the face hereof or in an Addendum hereto, the
rate with respect to each Interest Rate Basis will be determined by the
Calculation Agent in accordance with the applicable provisions below.
CD Rate. If an Interest Rate Basis for this Note is specified on the face
hereof as the CD Rate, the CD Rate shall be determined as of the applicable
Interest Determination Date (a "CD Rate Interest Determination Date") as the
rate on such date for negotiable United States dollar certificates of deposit
having the Index Maturity specified on the face hereof as published in H.15(519)
(as defined below) under the heading "CDs (secondary market)" or, if not
published by 3:00 P.M., New York City time, on the related Calculation Date, the
rate on such CD Rate Interest Determination Date for negotiable United States
dollar certificates of deposit of the Index Maturity specified on the face
hereof as published in H.15 Daily Update (as hereinafter defined), or such other
recognized electronic source used for the purpose of displaying such rate, under
the heading "CDs (secondary market).". If such rate is not yet published in
H.15(519), H.15 Daily Update or another recognized electronic source by 3:00
P.M., New York City time, on the related Calculation Date, then the CD Rate on
such CD Rate Interest Determination Date will be calculated by the Calculation
Agent specified on the face hereof and will be the arithmetic mean of the
secondary market offered rates as of 10:00 A.M., New York City time, on such CD
Rate Interest Determination Date, of three leading nonbank dealers in negotiable
United States dollar certificates of deposit in The City of New York (which may
include the agents or their respective affiliates (the "Agents," which term, as
used herein, includes their respective successors) or their affiliates) selected
by the Calculation Agent for negotiable United States dollar certificates of
deposit of major United States money market banks for negotiable United States
dollar certificates of deposit with a remaining maturity closest to the Index
Maturity specified on the face hereof in an amount that is representative for a
single transaction in that market at that time; provided, however, that if the
dealers so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the CD Rate determined as of such CD Rate Interest Determination
Date will be the CD Rate in effect on such CD Rate Interest Determination Date.
"H.15(519)" means the weekly statistical release designated as such, or any
successor publication, published by the Board of Governors of the Federal
Reserve System.
9
<PAGE>
"H.15 Daily Update" means the daily update of H.15(519), available through
the world-wide-web site of the Board of Governors of the Federal Reserve System
at http://www.bog.frb.fed.us/releases/h15update, or any successor site or
publication.
CMT Rate. If an Interest Rate Basis for this Note is specified on the face
hereof as the CMT Rate, the CMT Rate shall be determined as of the applicable
Interest Determination Date (a "CMT Rate Interest Determination Date") as the
rate displayed on the Designated CMT Telerate Page (as defined below) under the
caption "...Treasury Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.", under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is
7051, the rate on such CMT Rate Interest Determination Date and (ii) if the
Designated CMT Telerate Page is 7052, the weekly or monthly average, as
specified on the face hereof, for the week or the month, as applicable, ended
immediately preceding the week or the month, as applicable, in which the related
CMT Rate Interest Determination Date falls. If such rate is no longer displayed
on the relevant page or is not so displayed by 3:00 P.M., New York City time, on
the related Calculation Date, then the CMT Rate for such CMT Rate Interest
Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index as published in H.15(519). If such rate is no
longer published or is not so published by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate on such CMT Rate Interest
Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the CMT Rate Interest Determination Date with
respect to such Interest Reset Date as may then be published by either the Board
of Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in
H.15(519). If such information is not so provided by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on the CMT Rate
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity, based on the arithmetic mean of the secondary market
offered rates as of approximately 3:30 P.M., New York City time, on such CMT
Rate Interest Determination Date reported, according to their written records,
by three leading primary United States government securities dealers in The City
of New York (which may include the Agents or their affiliates) (each, a
"Reference Dealer") selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest)), for the most recently issued
direct noncallable fixed rate obligations of the United States ("Treasury
Notes") with an original maturity of approximately the Designated CMT Maturity
Index and a remaining term to maturity of not less than such Designated CMT
Maturity Index minus one year. If the Calculation Agent is unable to obtain
three such Treasury Note quotations, the CMT Rate on such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary market offered
rates as of approximately 3:30 P.M., New York City time, on such CMT Rate
Interest Determination Date of three Reference Dealers in The City of New York
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least U.S. $100 million. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offered rates obtained and neither the highest nor the
lowest of such quotes will be eliminated; provided, however, that if fewer than
three Reference Dealers selected by the Calculation Agent are quoting as
mentioned herein, the CMT Rate determined as of such CMT Rate Interest
Determination Date will be the CMT Rate in effect on such CMT Rate Interest
Determination Date. If two Treasury Notes with an original maturity as described
in the second preceding sentence have remaining terms to maturity equally close
to the Designated CMT Maturity Index, the Calculation Agent will obtain
quotations for the Treasury Note with the shorter remaining term to maturity.
"Designated CMT Telerate Page" means the display on Bridge Telerate, Inc.
(or any successor service) on the page specified on the face hereof (or any
other page as may replace such page on such service) for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519) or, if no such
page is specified on the face hereof, page 7052.
10
<PAGE>
"Designated CMT Maturity Index" means the original period to maturity of
the U. S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified on the face hereof with respect to which the CMT Rate will be
calculated or if no such maturity is specified on the face hereof, 2 years.
Commercial Paper Rate. If an Interest Rate Basis for this Note is specified
on the face hereof as the Commercial Paper Rate, the Commercial Paper Rate shall
be determined as of the applicable Interest Determination Date (a "Commercial
Paper Rate Interest Determination Date") as the Money Market Yield (as defined
below) on such date of the rate for commercial paper having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading
"Commercial Paper- Nonfinancial" or, if not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the Money Market Yield of the rate
on such Commercial Paper Rate Interest Determination Date for commercial paper
having the Index Maturity as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying such rate, under
the caption "Commercial Paper-Nonfinancial." If such rate is not yet published
in H.15(5I9), H.15 Daily Update or another recognized electronic source by 3:00
P.M., New York City time, on the related Calculation Date, then the Commercial
Paper Rate on such Commercial Paper Rate Interest Determination Date will be
calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered rates at approximately 11:00 A.M., New York City
time, on such Commercial Paper Rate Interest Determination Date of three leading
dealers of United States dollar commercial paper in The City of New York (which
may include the Agents or their affiliates) selected by the Calculation Agent
for commercial paper having the Index Maturity specified on the face hereof
placed for industrial issuers whose bond rating is "Aa", or the equivalent, from
a nationally recognized statistical rating organization; provided, however, that
if the dealers so selected by the Calculation Agent are not quoting as mentioned
in this sentence, the Commercial Paper Rate determined as of such Commercial
Paper Rate Interest Determination Date will be the Commercial Paper Rate in
effect on such Commercial Paper Rate Interest Determination Date.
"Money Market Yield" means a yield (expressed as a percentage) calculated
in accordance with the following formula:
Money Market Yield = D x 360 x 100
---------------
360-(DxM)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the applicable Interest Reset Period.
Eleventh District Cost of Funds Rate. If an Interest Rate Basis for this
Note is specified on the face hereof as the Eleventh District Cost of Funds
Rate, the Eleventh District Cost of Funds Rate shall be determined as of the
applicable Interest Determination Date (an "Eleventh District Cost of Funds Rate
Interest Determination Date"), as the rate equal to the monthly weighted average
cost of funds for the calendar month immediately preceding the month in which
such Eleventh District Cost of Funds Rate Interest Determination Date falls, as
set forth under the caption "11th District" on the display on Bridge Telerate,
Inc. (or any successor service) on page 7058 (or any other page as may replace
such page on such service) ("Telerate Page 7058") as of 11:00 A.M., San
Francisco time, on such Eleventh District Cost of Funds Rate Interest
Determination Date. If such rate does not appear on Telerate Page 7058 on such
Eleventh District Cost of Funds Rate Interest Determination Date, then the
Eleventh District Cost of Funds Rate on such Eleventh District Cost of Funds
Rate Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month immediately preceding
such Eleventh District Cost of Funds Rate Interest Determination Date. If the
FHLB of San Francisco fails to announce the Index on or prior to such Eleventh
District Cost of Funds Rate Interest Determination Date for the calendar month
immediately preceding such Eleventh District Cost of Funds Rate Interest
Determination Date, the Eleventh District Cost of Funds Rate determined as of
such Eleventh District Cost of Funds Rate Interest Determination Date will be
the Eleventh District Cost of Funds Rate in effect on such Eleventh District
Cost of Funds Rate Interest Determination Date.
Federal Funds Rate. If an Interest Rate Basis for this Note is specified on
the face hereof as the Federal Funds Rate, the Federal Funds Rate shall be
determined as of the applicable Interest Determination Date (a "Federal Funds
Rate
11
<PAGE>
Interest Determination Date") as the rate on such date for United States dollar
federal funds as published in H.15(519) under the heading "Federal Funds
(Effective)", as such rate is displayed on Bridge Telerate, Inc. (or any
successor service) on page 120 (or any other page as may replace such page on
such service) ("Telerate Page 120"), or, if such rate does not appear on
Telerate Page 120 or is not so published by 3:00 P.M., New York City time, on
the related Calculation Date, the rate on such Federal Funds Rate Interest
Determination Date for United States dollar federal funds as published in H.15
Daily Update, or such other recognized electronic source used for the purpose of
displaying such rate, under the heading "Federal Funds (Effective)." If such
rate does not appear on Telerate Page 120 or is not yet published in H.15(519),
H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York
City time, on the related Calculation Date, then the Federal Funds Rate on such
Federal Funds Rate Interest Determination Date shall be calculated by the
Calculation Agent and will be the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal funds arranged by three
leading brokers of United States dollar federal funds transactions in The City
of New York (which may include the Agents or their affiliates) selected by the
Calculation Agent, prior to 9:00 A.M., New York City time, on such Federal Funds
Rate Interest Determination Date; provided, however, that if the brokers so
selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Federal Funds Rate determined as of such Federal Funds Rate Interest
Determination Date will be the Federal Funds Rate in effect on such Federal
Funds Rate Interest Determination Date.
LIBOR. If an Interest Rate Basis for this Note is specified on the face
hereof as LIBOR, LIBOR shall be determined as of the applicable Interest
Determination Date (a "LIBOR Interest Determination Date") in accordance with
the following provisions:
(i)(a) if "LIBOR Reuters" is specified on the face hereof, the
arithmetic mean of the offered rates (unless the Designated LIBOR Page by
its terms provides only for a single rate, in which case such single rate
will be used) for deposits in the Designated LIBOR Currency having the
Index Maturity specified on the face hereof, commencing on the applicable
Interest Reset Date, that appear (or, if only a single rate is required as
aforesaid, appears) on the Designated LIBOR Page as of 11:00 A.M., London
time, on such LIBOR Interest Determination Date, or (b) if "LIBOR Telerate"
is specified on the face hereof or if neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified on the face hereof as the method for calculating
LIBOR, the rate for deposits in the Designated LIBOR Currency having the
Index Maturity specified on the face hereof, commencing on such Interest
Reset Date, that appears on the Designated LIBOR Page as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date. If fewer than two
such offered rates so appear, or if no such rate so appears, as applicable,
LIBOR on such LIBOR Interest Determination Date shall be determined in
accordance with the provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
fewer than two offered rates appear, or no rate appears, as the case may
be, on the Designated LIBOR Page as specified in clause (i) above, the
Calculation Agent shall request the principal London offices of each of
four major reference banks (which may include affiliates of the Agents) in
the London interbank market, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for deposits in
the Designated LIBOR Currency for the period of the Index Maturity,
commencing on the applicable Interest Reset Date, to prime banks in the
London interbank market at approximately 11:00 A.M., London time, on such
LIBOR Interest Determination Date and in a principal amount that is
representative for a single transaction in the Designated LIBOR Currency in
such market at such time. If at least two such quotations are so provided,
then LIBOR on such LIBOR Interest Determination Date will be the arithmetic
mean of such quotations. If fewer than two such quotations are so provided,
then LIBOR on such LIBOR Interest Determination Date will be the arithmetic
mean of the rates quoted at approximately 11:00 A.M., in the applicable
Principal Financial Center, on such LIBOR Interest Determination Date by
three major banks (which may include affiliates of the Agents) in such
Principal Financial Center selected by the Calculation Agent for loans in
the Designated LIBOR Currency to leading European banks, having the Index
Maturity specified on the face hereof and in a principal amount that is
representative for a single transaction in the Designated LIBOR Currency in
such market at such time; provided, however, that if the banks so selected
by the Calculation Agent are not quoting as mentioned in this sentence,
LIBOR determined as of such LIBOR Interest Determination Date shall be
LIBOR in effect on such LIBOR Interest Determination Date.
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<PAGE>
"Designated LIBOR Currency" means the currency specified on the face hereof
as to which LIBOR shall be calculated or, if no such currency is specified on
the face hereof, United States dollars.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on the
face hereof the display on the Reuter Monitor Money Rates Service (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page on such service) for the purpose of displaying the
London interbank rates of major banks for the Designated LIBOR Currency, or (b)
if "LIBOR Telerate" is specified on the face hereof or neither "LIBOR Reuters"
nor "LIBOR Telerate" is specified on the face hereof as the method for
calculating LIBOR, the display on Bridge Telerate, Inc. (or any successor
service) on the page specified on the face hereof (or any other page as may
replace such page on such service) for the purpose of displaying the London
interbank rates of major banks for the Designated LIBOR Currency.
Prime Rate. If an Interest Rate Basis for this Note is specified on the
face hereto as the Prime Rate, the Prime Rate shall be determined as of the
applicable Interest Determination Date (a "Prime Rate Interest Determination
Date") as the rate on such date as such rate is published in H.15(519) under the
caption "Bank Prime Loan", or if not published by 3:00 P.M., New York City time,
on the related Calculation Date, the rate on such Prime Rate Interest
Determination Date as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate, under the
caption "Bank Prime Loan." If such rate is not yet published in H.15(519), H.15
Daily Update or another recognized electronic source by 3:00 P.M., New York City
time, on the related Calculation Date, the Prime Rate shall be the arithmetic
mean of the rates of interest publicly announced by at least four banks that
appear on the Reuters Screen US PRIME 1 Page (as defined below) as such bank's
prime rate or base lending rate as of 11:00 A.M., New York City time, on such
Prime Rate Interest Determination. If fewer than four such rates so appear on
the Reuters Screen US PRIME 1 Page for such Prime Rate Interest Determination
Date, the Prime Rate shall be the arithmetic mean of the prime rates or base
lending rates quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such Prime Rate
Interest Determination Date by three major banks (which may include affiliates
of the Agents) in The City of New York; provided, however, that if the banks so
selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Prime Rate determined as of such Prime Rate Interest Determination Date will
be the Prime Rate in effect on such Prime Rate Interest Determination Date.
"Reuters Screen US PRIME 1 Page" means the display on the Reuters Monitor
Money Rates Service (or any successor service) on the "US PRIME 1" page (or such
other page as may replace the US PRIME 1 page on such service) for the purpose
of displaying prime rates or base lending rates of major United States banks.
Treasury Rate. If an Interest Rate Basis for this Note is specified on the
face hereof as the Treasury Rate, the Treasury Rate shall be determined as of
the applicable Interest Determination Date (a "Treasury Rate Interest
Determination Date"), as the rate from the auction held on such Treasury Rate
Interest Determination Date (the "Auction") of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified above under the
caption "INVESTMENT RATE" on the display on Bridge Telerate, Inc. (or any
successor service) on page 56 (or any other page as may replace such page on
such service) ("Telerate Page 56") or page 57 (or any other page as may replace
such page on such service) ("Telerate Page 57") or, if not so published by 3:00
P.M., New York City time, on the related Calculation Date, the Bond Equivalent
Yield (as hereinafter defined) of the rate for such Treasury Bills as published
in H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption "U.S. Government
Securities/Treasury Bills/Auction High" or, if not so published by 3:00 P.M.,
New York City time, on the related Calculation Date, the Bond Equivalent Yield
of the auction rate of such Treasury Bills as announced by the United States
Department of the Treasury. In the event that the auction rate of Treasury Bills
having the Index Maturity specified above is not so announced by the United
States Department of the Treasury, or if no such auction is held, then the
Treasury Rate will be the Bond Equivalent Yield of the rate on such Treasury
Rate Interest Determination Date of Treasury Bills having the Index Maturity
specified above as published in H.15(519) under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market" or, if not yet published by 3:00
P.M., New York City time, on the related Calculation Date, the rate on such
Treasury Rate Interest Determination Date of such Treasury Bills as published in
H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market." If such rate is not yet published
in H.15(519), H.15 Daily Update or another recognized electronic source, then
the Treasury Rate will be
13
<PAGE>
calculated by the Calculation Agent and will be the Bond Equivalent Yield of the
arithmetic mean of the secondary market bid rates, as of approximately 3:30
P.M., New York City time, on such Treasury Rate Interest Determination Date, of
three primary United States government securities dealers (which may include the
Agents or their affiliates) selected by the Calculation Agent, for the issue of
Treasury Bills with a remaining maturity closest to the Index Maturity specified
on the face hereof; provided, however, that if the dealers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the Treasury
Rate determined as of such Treasury Rate Interest Determination Date will be the
Treasury Rate in effect on such Treasury Rate Interest Determination Date.
"Bond Equivalent Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
DxN
------------
Bond Equivalent Yield = 360-(DxM) x 100
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis, "N" refers 365 or 366, as the case may be, and "M" refers
to the actual number of days in the applicable Interest Reset Period.
Index Notes. If an Interest Rate Basis for this Note is specified on the
face hereof as Other, or an Index Rate, that Interest Rate Basis shall be
determined in accordance with an addendum hereto.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, in each case as specified on the face hereof. The
interest rate on this Note will in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States law of
general application.
The "Calculation Date", if applicable, pertaining to any Interest
Determination Date shall be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or the Maturity, as the case may be. At the
request of the Holder hereof or, if this Note is in book-entry form, the
beneficial owner hereof, the Trustee will provide to such Holder or beneficial
owner, as the case may be, the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as a result of a
determination made for the next succeeding Interest Reset Date.
Accrued interest hereon shall be an amount calculated by multiplying the
principal amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
in the applicable Interest Period. Unless otherwise specified as the Day Count
Convention on the face hereof, the interest factor for each such day shall be
computed by dividing the interest rate applicable to such day by 360 if the CD
Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the
Federal Funds Rate, LIBOR or the Prime Rate is an applicable Interest Rate Basis
or by the actual number of days in the year if the CMT Rate or the Treasury Rate
is an applicable Interest Rate Basis. Unless otherwise specified as the Day
Count Convention on the face hereof, the interest factor for this Note, if the
interest rate hereon is calculated with reference to two or more Interest Rate
Bases, shall be calculated in each period in the same manner as if only the
applicable Interest Rate Basis specified on the face hereof applied.
All percentages resulting from any calculation on this Note (other than
percentages used in the calculation of the accrued interest factor and accrued
interest) shall be rounded to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards, and all
amounts used in or resulting from such calculation on this Note shall be
rounded, in the case of United States dollars, to the nearest cent or, in the
case of a Specified Currency other than United States dollars, to the nearest
unit. For purposes of rounding, .005 shall be rounded upwards.
14
<PAGE>
Subsequent Interest Periods
- ---------------------------
If so specified on the face hereof or in an addendum hereto, the Interest
Rate, Spread, Spread Multiplier or method of calculation, as the case may be, on
this Note may be reset by the Company on the date or dates specified on the face
hereof or in an addendum hereto or delivered herewith (each an "Optional Reset
Date"). Not later than 40 days prior to each Optional Reset Date, the Trustee
will mail to the Holder of this Note a notice (the "Reset Notice"), first class,
postage prepaid, indicating whether the Company has elected to reset the
Interest Rate, Spread, Spread Multiplier or method of calculation, as the case
may be, and if so, (i) such new Interest Rate, Spread, Spread Multiplier or
method of calculation, and (ii) the provisions, if any, for redemption during
the period from such Optional Reset Date to the next Optional Reset Date, or, if
there is no such next Optional Reset Date, to the Stated Maturity of this Note
(each such period, a "Subsequent Interest Period"), including the date or dates
on which or the period or periods during which and the price or prices at which
such redemption may occur during the Subsequent Interest Period. Upon the
transmittal by the Trustee of a Reset Notice to the holder of a Note, such new
Interest Rate, Spread, Spread Multiplier or method of calculation, as the case
may be, shall take effect automatically. Except as modified by the Reset Notice
and as described below, such Note will have the same terms as prior to the
transmittal of such Reset Notice. Notwithstanding the foregoing, not later than
20 days prior to an Optional Reset Date, the Company may, at its option, revoke
the Interest Rate, Spread or Spread Multiplier provided for in the Reset Notice
and establish a higher Interest Rate, Spread or Spread Multiplier for the
Subsequent Interest Period by causing the Trustee to mail notice of such higher
Interest Rate, Spread or Spread Multiplier to the Holder of this Note. Such
notice shall be irrevocable. All Notes with respect to which the Interest Rate,
Spread or Spread Multiplier is reset on an Optional Reset Date will bear such
higher Interest Rate, Spread or Spread Multiplier whether or not tendered for
repayment.
The Holder of this Note will have the option to elect repayment by the
Company on each Optional Reset Date at a price equal to the principal amount
hereof, plus interest accrued to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedures set
forth below for optional repayment, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date, and except that if the Holder has tendered this
Note for repayment pursuant to a Reset Notice, the Holder may, by written notice
to the Trustee, revoke such tender for repayment until the close of business on
the tenth day before the Optional Reset Date.
Indexed Principal Notes
- -----------------------
If this Note is an Indexed Principal Note, then the principal amount
payable at Stated Maturity or earlier redemption or retirement is determined by
reference to the amount designated on the face hereof or in an addendum hereto
as the face amount of this Note and by reference to the Index as described on
the face hereof or in an addendum hereto. If this Note is an Indexed Principal
Note, the principal amount payable at Stated Maturity or any earlier redemption
or repayment of this Note may be different from the face amount.
If a third party is appointed to calculate or announce the Index for a
particular Indexed Principal Note and this third party either suspends the
calculation or announcement of such Index or changes the basis upon which such
Index is calculated, in a manner that is inconsistent with the applicable
pricing supplement, then the Company will select another third party to
calculate or announce the Index. The agents or their respective affiliates may
be either the original or successor third party selected by the Company
If for any reason such Index cannot be calculated on the same basis and
subject to the same conditions and controls as applied to the original third
party, then the indexed principal amount of such Indexed Principal Note will be
calculated in the manner set forth in the applicable pricing supplement. Any
determination by the selected third party will be binding on all parties, except
in the case of an obvious error.
15
<PAGE>
Specified Currency
- ------------------
If the Specified Currency is other than U.S. dollars, the amount of any
U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such Notes by deductions from
such payments. If no such bid quotations are available, then such payments will
be made in the Specified Currency, unless the Specified Currency is unavailable
due to the imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment will be made as described in the next
paragraph.
Payments in Currencies Other than the Specified Currency
- --------------------------------------------------------
Except as set forth below, if any payment in respect hereof is required to
be made in a Specified Currency other than U.S. dollars and such currency is (i)
unavailable due to the imposition of exchange controls or other circumstances
beyond the Company's control, (ii) is no longer used by the government of the
country issuing such currency or (iii) is no longer used for the settlement of
transactions by public institutions of or within the international banking
community, then such payment shall be made in U.S. dollars until such currency
is again available or so used. The amount so payable on any date in such foreign
currency shall be converted into U.S. dollars on the basis of the noon buying
rate in New York City for cable transfers, in the Specified Currency, as
certified for customs purposes by the Federal Reserve Bank of New York (the
Market Exchange Rate") as of the second Business Day preceding that day, or if
such Market Exchange Rate is unavailable, the most recently available Market
Exchange Rate for such currency, or as otherwise indicated on the face hereof or
in the pricing supplement attached hereto or delivered herewith. Any payment
made under such circumstances in U.S. dollars will not constitute an Event of
Default under the Indenture.
In the event of an official redenomination of the Specified Currency of
this Note (other than as a result of the European Monetary Union, but including,
without limitation, an official redenomination of any such Specified Currency
that is a composite currency), the obligations of the Company with respect to
payments on this Note shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. This Note does not provide for any adjustment to any amount
payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated).
Dual Currency Notes
- -------------------
If this Note is specified on the face hereof or in an addendum hereto as a
Dual Currency Note, the Company may have a one time option, exercisable on one
or more dates (each an "Option Election Date"), with respect to all Dual
Currency Notes issued on the same day and having the same terms (a "Tranche"),
of thereafter making all payments of principal, premium, if any, and interest
(which payments would otherwise be made in the Specified Currency of such Notes)
in an optional currency (the "Optional Payment Currency"). Such option will be
exercisable in whole but not in part on an Option Election Date, which will be
any one of the dates specified on the face hereof or in an addendum hereto.
If the Company makes such an election, the amount payable in the Optional
Payment Currency shall be determined using the Designated Exchange Rate
specified on the face hereof or in an addendum hereto or delivered herewith. If
such election is made, notice of such election shall be mailed in accordance
with the terms of the applicable
16
<PAGE>
Tranche of Dual Currency Notes within two Business Days of the Option Election
Date and shall state (i) the first date, whether an Interest Payment Date and/or
Stated Maturity, on which scheduled payments in the Optional Payment Currency
will be made and (ii) the Designated Exchange Rate. Any such notice by the
Company, once given, may not be withdrawn. The equivalent value in the Specified
Currency of payments made after such an election may be less, at the then
current exchange rate, than if the Company had made such payment in the
Specified Currency.
Renewable Notes
- ---------------
If this Note is specified on the face hereof or in an addendum hereto as a
Renewable Note, this Note will mature on an Interest Payment Date occurring in
or prior to the twelfth month following the Original Issue Date of this Note
(the "Initial Stated Maturity") unless the term of all or any portion of this
Note is renewed in accordance with the following procedures.
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Stated Maturity of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to twice the Special Election Interval) after such Renewal Date, if the
Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will become due and payable on the
Interest Payment Date occurring in the sixth month (or the last month in the
Special Election Interval) after such Renewal Date (the "New Maturity Date").
The Holder may elect to renew the term of this Note, or if so specified,
any portion thereof, by delivering a notice to such effect to the Trustee (or
any duly appointed paying agent) at the corporate trust office of the Trustee or
agency of the Trustee in the City of New York not less than 15 nor more than 30
days prior to such Renewal Date. Such election will be irrevocable and will be
binding upon each subsequent Holder of this Note. An election to renew the term
of this Note may be exercised with respect to less than the entire principal
amount of this Note only if so specified on the face hereof or in an addendum
hereto and then only in such principal amount, or any integral multiple in
excess of such amount, as is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith. Notwithstanding the foregoing,
the term of this Note may not be extended beyond the Stated Maturity specified
for this Note on the face hereof or in an addendum hereto.
If the Holder does not elect to renew the term, this Note must be presented
to the Trustee (or any duly appointed paying agent) and, as soon as practicable
following receipt of such Note the Trustee (or any duly appointed paying agent)
shall issue in exchange therefor in the name of such Holder (i) a Note, in a
principal amount equal to the principal amount of such exchanged Note for which
no election to renew the term thereof was exercised, with terms identical to
those specified on such exchanged Note (except that such Note shall have a
fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if an
election to renew is made with respect to less than the full principal amount of
such Holder's Note, the Trustee, or any duly appointed paying agent, shall issue
in exchange for such Note in the name of such Holder, a replacement Renewable
Note, in a principal amount equal to the principal amount of such exchanged Note
for which the election to renew was made, with terms otherwise identical to the
exchanged Note.
Extension of Maturity
- ---------------------
If so specified on the face hereof or in an addendum hereto, the Maturity
of this Note may be extended at the option of the Company for one or more
periods of whole years specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith (each an "Extension Period") from one to
five, up to but not beyond the date (the "Final Maturity") set forth on the face
hereof or in an addendum hereto. The Company may exercise such option by
notifying the Trustee for this Note at least 45 but not more than 60 days prior
to the old Stated Maturity of this Note.
17
<PAGE>
If the Company exercises such option, the Trustee will mail to the Holder of
this Note not later than 40 days prior to the old Stated Maturity a notice (the
"Extension Notice") first class, postage prepaid indicating (i) the election of
the Company to extend the Stated Maturity, (ii) the new Stated Maturity, (iii)
the Interest Rate applicable to the Extension Period and (iv) the provisions, if
any, for redemption during such Extension Period including the date or dates on
which, or the period or periods during which, and the price or prices at which
such redemption may occur during the extension period.
Upon the Trustee's mailing of the Extension Notice, the Stated Maturity of
this Note shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, this Note will have the
same terms as prior to the mailing of such Extension Notice. Notwithstanding the
foregoing, not later than 20 days prior to the old Stated Maturity of this Note,
the Company may, at its option, revoke the Interest Rate provided for in the
Extension Notice and establish a higher Interest Rate for the Extension Period
by causing the Trustee to mail notice of such higher Interest Rate, first class,
postage prepaid to the Holder of this Note. Such notice shall be irrevocable.
All Notes with respect to which the Stated Maturity is extended will bear such
higher Interest Rate for the extension period, whether or not tendered for
repayment.
If the Company extends the Stated Maturity of this Note, the Holder will
have the option to elect repayment of this Note by the Company on the old Stated
Maturity at a price equal to the principal amount hereof, plus interest accrued
to such date. In order to obtain repayment on such old Stated Maturity once the
Company has extended the Stated Maturity hereof, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery of this Note or notification to the Trustee shall be at least 25 but
not more than 35 days before the old Stated Maturity, and except that if the
Holder has tendered this Note for repayment pursuant to an Extension Notice, the
Holder may, by written notice to the Trustee, revoke such tender for repayment
until the close of business on the tenth day before the old Stated Maturity.
Optional Redemption, Repayment and Repurchase
- ---------------------------------------------
This Note will be subject to redemption at the option of the Company on any
date on or after the first Optional Redemption Date, if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S.$1,000
(if the Specified Currency is U.S. dollars) or such other increment specified on
the face hereof under Authorized Denomination (if the Specified Currency is not
U.S. dollars) (provided that any remaining principal amount hereof shall be an
Authorized Denomination and at least the minimum Authorized Denomination hereof)
at the Redemption Price (as defined below), together with unpaid interest
accrued thereon to the date fixed for redemption (the "Redemption Date"), on
written notice given to the Holder hereof (in accordance with the provisions of
the Indenture) not more than 60 nor less than 30 calendar days prior to the
Redemption Date. The "Redemption Price" shall be the Initial Redemption
Percentage specified on the face hereof (as adjusted by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof as set forth below)
multiplied by the unpaid principal amount of this Note to be redeemed. The
Initial Redemption Percentage, if any, shall decline at each anniversary of the
Initial Redemption Date by the Annual Redemption Percentage Reduction, if any,
until the Redemption Price is equal to 100% of the unpaid principal amount to be
redeemed. Whenever less than all of the Notes of like tenor and terms are to be
redeemed, the Notes to be redeemed and the Holders thereof shall be selected by
the Trustee by such method as the Trustee shall deem fair and reasonable. In the
event of redemption of this Note in part only, a new Note of like tenor and
otherwise having the same terms as this Note for the unredeemed portion hereof
shall be issued by the Company in the name of the Holder hereof, without charge,
upon the presentation and surrender hereof.
This Note will be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S.$l,000 (if
the Specified Currency is U.S. dollars) or such other increment specified on the
face hereof under Authorized Denomination (if the Specified Currency is not U.S.
dollars) (provided that any remaining principal amount hereof shall be an
Authorized Denomination and at least the minimum Authorized Denomination hereof)
at a repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued thereon to the date fixed for repayment
(the "Repayment Date"). For this Note to be repaid, the Trustee must receive at
its office, currently located at 101 Barclay Street, 21 West, New York, New
York, not more than 60 nor less than 30 calendar days
18
<PAGE>
prior to the Repayment Date, (i) in the case of a certificated note, such
certificated note and the form thereon entitled "Option to Elect Repayment" duly
completed or (ii) in the case of a book-entry note, instructions to such effect
from the applicable Beneficial Owner to the Depositary and forwarded by the
Depositary. Exercise of such repayment option by the Holder hereof will be
irrevocable. In the event of repayment of this Note in part only, a new Note of
like tenor and terms for the unrepaid portion hereof and otherwise having the
same terms as this Note shall be issued by the Company in the name of the Holder
hereof without charge, upon the presentation and surrender hereof.
If this Note is specified on the face hereof to be a Discount Note, the
amount payable to the Holder of this Note in the event of redemption, repayment
or acceleration of maturity of this Note will be equal to the sum of (1) the
Issue Price specified on the face hereof plus any accruals of the Discount, as
defined below, and, in the event of any redemption of this Note (if applicable),
multiplied by the Initial Redemption Percentage (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) and (2) any unpaid interest
accrued thereon to the Redemption Date, Repayment Date or date of acceleration
of maturity, as the case may be. The difference between the Issue Price and 100%
of the principal amount of this Note is referred to herein as the "Discount."
For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause the yield on this Note to be
constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence. The Company shall be
responsible for determining, directly or through an agent, the amount of any
accrued Discount on this Note.
For all purposes of this Note and the Indenture, unless the context
otherwise requires, all provisions relating to the redemption by the Company of
Notes shall relate, in the case of any Notes redeemed or to be redeemed by the
Company only in part, to the portion of that principal amount of such Notes that
has been or is to be so redeemed.
Events of Default
- -----------------
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
Amendment of Indenture
- ----------------------
The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Notes. The Indenture
also permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations under the Indenture of the
Company and the rights of Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series to be affected. The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series, on behalf of the Holders of
all the Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or,
subject to the provisions for satisfaction and discharge in Article Four, of the
Indenture shall alter or impair the obligation of the Company, which is absolute
19
<PAGE>
and unconditional, to pay the principal of and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.
Defeasance
- ----------
The Indenture permits the Company, by irrevocably depositing, in amounts
and maturities sufficient to pay and discharge at the Stated Maturity or
Redemption Date, as the case may be, the entire indebtedness on all Outstanding
Notes, cash or U.S. Government Obligations with the Trustee in trust solely for
the benefit of the Holders of all Outstanding Notes, to defease the Indenture
with respect to such Notes, and upon such deposit the Company shall be deemed to
have paid and discharged its entire indebtedness on such Notes. Thereafter,
Holders would be able to look only to such trust fund for payment of principal
and interest at the Stated Maturity or Redemption Date, as the case may be.
Transfer of Notes
- -----------------
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of Notes is registrable in the Security Register, upon
surrender of a Note for registration of transfer at the Corporate Trust Office
of the Trustee or at the office or agency of the Trustee in the Borough of
Manhattan, The City of New York, or at such other offices or agencies as the
Company may designate, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
Transfers of ownership interests in a Global Note representing Notes in
book-entry form are to be accomplished by entries made on the books of
participants of the depositary acting on behalf of beneficial owners.
No service charge shall be made by the Company, the Trustee or the Security
Registrar for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith (other than exchanges pursuant to
Sections 304, 906 or 1107 of the Indenture not involving any transfer or as
provided in the Indenture).
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
Governing Law
- -------------
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York including, without limitation,
Section 5-1401 of the New York General Obligations Law.
All undefined terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture. If "OTHER" is
specified under "INTEREST RATE BASIS OR BASES" above, references herein to "this
Note," "hereof," "herein," and comparable terms shall include the addendum
hereto that specifies the applicable Interest Rate Basis or Bases.
20
<PAGE>
IN WITNESS WHEREOF, Occidental Petroleum Corporation has caused this
Instrument to be signed by the signature or facsimile signature of its Chairman
of the Board, President, a Vice President, its Treasurer or an Assistant
Treasurer and by its Secretary or an Assistant Secretary by his or her signature
or a facsimile thereof, and its corporate seal or a facsimile of its corporate
seal to be affixed hereunto or imprinted hereon.
(SEAL) OCCIDENTAL PETROLEUM CORPORATION
By: ...............................
Title:
Attest:
....................................
Title:
21
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in UNIF GIFT MIN ACT ......... Custodian ..........
common (Cust.) (Minor)
Under Uniform Gifts to Minor Act
TEN ENT - as tenants by the
entireties ..............................................
(State)
JT TEN - as joint tenants
with right of survivor
ship and not as tenants
in common
Additional abbreviations may also be used though not in the above list.
----------------------
FOR VALUE RECEIVED, the undersigned hereby sells(s), assign(s) and transfer(s)
unto
Please Insert Social Security or Employer
Identification Number of Assignee
- -----------------------------
| - - |
- -----------------------------
- --------------------------------------------------------------------------------
Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee
- --------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing __________________________________________ attorney to transfer
said Security on the books of the Company, with full power of substitution in
the premises.
Dated:
---------------------------- ----------------------------------------
Signature
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.
22
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to, but not including, the Repayment Date, to the
undersigned, at:
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its office in the
Borough of Manhattan, The City of New York, currently located 101 Barclay
Street, 21 West, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S.$ 1,000 or other
Authorized Denomination specified on the face hereof (provided that any
remaining principal amount shall be at least U.S.$100,000 or the minimum
Authorized Denomination)) which the Holder elects to have repaid and specify the
denomination or denominations (which shall be U.S.$100,000 or the minimum
Authorized Denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
-------------------------------------
Principal amount to be repaid: $ | Notice: The signature(s) on this |
| must correspond with the name(s) |
Option to Elect Repayment Date: | as written upon the face of this |
| Note in every particular, without |
| alteration or enlargement or any |
| change whatsoever. |
-------------------------------------
Dated:
---------------------------- --------------------------------------
signature
23
<PAGE>
[Form of Global Discount Registered Security - United States]
REGISTERED REGISTERED
OCCIDENTAL PETROLEUM CORPORATION
NO. FXR- MEDIUM-TERM [Senior] [Subordinated] PRINCIPAL AMOUNT:
NOTE, SERIES [C] [A] U.S.$
(Discount) CUSIP:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PURSUANT TO PROPOSED TREASURY REGULATION SECTION 1.1275-3, (A) THE AMOUNT
OF THE ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS AS SPECIFIED BELOW, (B) THE
ORIGINAL ISSUE DATE IS AS SPECIFIED BELOW, (C) THE YIELD TO MATURITY; COMPUTED
UNDER THE APPROXIMATE METHOD, IS AS SPECIFIED BELOW, AND (D) THE AMOUNT OF THE
ORIGINAL ISSUE DISCOUNT ALLOCABLE TO THE SHORT ACCRUAL PERIOD OCCURRING BETWEEN
___________ AND ____________ IS $
Issue Price: Original Issue Date:
Interest Rate: Stated Maturity:
Original Issue Discount:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Exchange Rate Agent:
Dual Currency Note: [ ] Yes (see addendum) [ ] No
Optional Payment Currency:
Designated Exchange Rate:
Indexed Principal Note: [ ] Yes (see addendum) [ ] No
Interest Rate Reset: [ ] The Interest Rate may not be changed prior to
Stated Maturity.
[ ] The Interest Rate may be changed prior to Stated
Maturity (see addendum).
EXHIBIT C
1
<PAGE>
Optional Reset Dates (if applicable):
Amortizing Note: [ ] Yes [ ] No
Amortization Schedule:
Optional Redemption: [ ] Yes [ ] No
Optional Redemption Date(s):
Initial Redemption Percentage: ___%
Annual Redemption Percentage
Reduction: ___%
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Date(s):
Discount Note: [ ] Yes [ ] No
Issue Price: ___%
Yield to Maturity:
Optional Extension of Stated Maturity: [ ] Yes [ ] No
Final Maturity:
Renewable Note: [ ] Yes (see addendum) [ ] No
Addendum Attached: [ ] Yes [ ] No
-----------------
Dated: . . . . . . . . . .
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By:. . . . . . . . . . . . . . . . . .
Authorized Signatory
2
<PAGE>
OCCIDENTAL PETROLEUM CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Company"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the face amount hereof, or, in the case of an Indexed Principal Note, the face
amount hereof, adjusted by reference to prices, changes in prices, or
differences between prices, of securities, currencies, intangibles, goods,
articles or commodities or by such other objective price, economic or other
measures (an "Index") as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith (the "principal" or "principal
amount"), in the Specified Currency specified above on the Stated Maturity
specified above (unless and to the extent earlier redeemed or repaid prior to
such Stated Maturity) and to pay interest on the principal amount then
outstanding at the Interest Rate shown above from the Original Issue Date
specified above or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually in arrears on _____________
and ___________, in each year, commencing with the first Interest Payment Date
next succeeding the Original Issue Date, at the rate per annum set forth above,
until the principal amount hereof is paid or made available for payment;
provided, however, that if the Original Issue Date of this Note is between a
Regular Record Date (as defined below) and the related Interest Payment Date,
the first payment of interest on this Note will be made on the Interest Payment
Date immediately following the next succeeding Regular Record Date to the
registered Holder on such next succeeding Regular Record Date. Interest payments
for this Note will include interest accrued to but excluding each Interest
Payment Date. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture (as defined
below), be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the fifteenth
calendar day (whether or not a Business Day), (the "Regular Record Date") as the
case may be, next preceding such Interest Payment Date; provided, however, that
interest payable at the Stated Maturity or earlier redemption or repayment of
this Note (the "Maturity") shall be payable to the Person to whom principal
shall be payable. If any Interest Payment Date or Maturity with respect to this
Note falls on a day that is not a Business Day, the payment due on such Interest
Payment Date or at Maturity will be made on the following day that is a Business
Day as if it were made on the date such payment was due and no interest shall
accrue on the amount so payable for the period from and after such Interest
Payment Date or Maturity, as the case may be. Except as otherwise provided in
the Indenture, any interest not punctually paid or duly provided for on any
Interest Payment Date other than at Maturity (herein called "Defaulted
Interest") will forthwith cease to be payable to the Holder on the Regular
Record Date with respect to such Interest Payment Date by virtue of having been
such Holder and may either (l) be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee (as defined below), written notice of which shall be given to the
Holder of this Note by the Company not less than 10 calendar days prior to such
Special Record Date, or (2) be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture. In the case of a default in payment of
principal upon acceleration or at the Maturity Date, the Accreted Value (as
defined below) of this Note at the date of such default in payment shall bear
interest at the Yield to Maturity specified above plus 1% per annum (to the
extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such default in payment to the date payment of
such principal has been made or duly provided for. Such interest will be
computed on the basis of a 360-day year of twelve 30-day months, compounded
semi-annually. Payment of the principal of and interest, if any, on this Note
will be made at the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, or at any other place designated by the Company
for such purpose, and, if the Specified Currency is U.S. dollars, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company, payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register, and provided, further that, if the Holder hereof is the
Holder of U.S. $1,000,000 (or the equivalent thereof in a currency other than
U.S. dollars determined as provided on the reverse hereof) or more in aggregate
principal amount of Notes having the same Interest Payment Dates, at the option
of the Company, such U.S. dollar interest payments will be made by wire transfer
of immediately available funds if appropriate wire transfer instructions have
been received in writing by the Trustee not less than 15 days prior to the
applicable payment date. Any wire instructions received by the Trustee shall
remain in effect until revoked by the Holder. Simultaneously with any election
by the Holder hereof to receive payments in respect hereof in the Specified
Currency (if other than U.S. dollars), such Holder shall provide appropriate
wire transfer instructions to the Trustee and all such payments will be made by
wire transfer of immediately available funds to an account maintained by the
payee with a bank located outside the United States.
3
<PAGE>
The "Accreted Value" of this Note at any date (the "Calculation Date")
shall be equal to (i) the Original Issue Price of this Note specified above plus
(ii) the accrued amortization of Original issue Discount specified above
attributable ratably on a daily basis to the period from and including the
Original Issue Date specified above to but excluding such Calculation Date. The
calculation of accrual of Original Issue Discount will be computed on the basis
of a 360-day year of twelve 30-day months, compounded semi-annually.
For purposes of this Note, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York; provided, however, that, with respect to
foreign currency Notes, the day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center (as defined below) of the country issuing the
Specified Currency or, if the Specified Currency is Euro, the day is also a day
on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open.
For the purposes of this Note, "Principal Financial Center" means
(1) the capital city of the country issuing the Specified Currency,
except that with respect to the United States dollars, Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian
lire, South African rand and Swiss francs, the "Principal Financial
Center" will be The City of New York, Sydney and Melbourne, Toronto,
Frankfurt, Amsterdam, Milan, Johannesburg and Zurich, respectively, or
(2) the capital city of the country to which the LIBOR Currency
relates, except that with respect to United States dollars, Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian
lire, Portuguese escudos, South African rand and Swiss francs, the
"Principal Financial Center" will be The City of New York, Sydney,
Toronto, Frankfurt, Amsterdam, Milan, London, Johannesburg and Zurich,
respectively.
[The indebtedness evidenced by this Note is, to the extent set forth in the
Indenture, expressly subordinated and subject in right of payment to the prior
payment in full of Senior Indebtedness as defined in the Indenture, and this
Note is issued subject to such provisions, and each Holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes and directs the Trustee in such Holder's behalf to take such action
as may be necessary or appropriate to acknowledge or effectuate the
subordination as provided in the Indenture and appoints the Trustee as such
Holder's attorney-in-fact for any and all such purposes.]
If this Note is an Amortizing Note as shown on the face hereof or in the
pricing supplement attached hereto or delivered herewith, a portion or all the
principal amount of the Note is payable prior to Stated Maturity in accordance
with a schedule, by application of a formula, or by reference to an index (as
described above).
The principal hereof and any premium and interest hereon are payable by the
Company in the Specified Currency shown above. If the Specified Currency shown
above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described below. The
Holder hereof may, if so indicated above, elect to receive all payments in
respect hereof in the Specified Currency by notifying the participant of the
depositary through which its interest is held, or, in the case of certificated
notes, the Trustee, at its office in the Borough of Manhattan, the City of New
York, or at such other place as the Company may designate, on or before the
applicable Regular Record Date, in the case of a payment of interest, and on or
before the sixteenth day, whether or not a Business Day, before its Stated
Maturity, in the case of principal or premium, of the Holder's election to
receive all or a portion of any payment in a Specified Currency. In the case of
book-entry notes, the participant must notify the depositary of any election on
or before the third Business Day after the Regular Record Date. The depositary
or the Trustee, as applicable, will notify the Paying Agent of the election on
or before the fifth Business Day after the Regular Record Date. If complete
instructions are received by the participant and forwarded to the depositary,
and forwarded by the depositary to the Paying Agent, on or before the relevant
dates, the beneficial owner of this Note will receive payments in the Specified
Currency. Such election will remain in effect until revoked by written notice to
the Trustee
4
<PAGE>
received not later than fifteen calendar days prior to the applicable payment
date. If the Company determines that the Specified Currency is not available for
making payments in respect hereof due to the imposition of exchange controls or
other circumstances beyond the Company's control or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions or within the international banking
community, then the Holder hereof may not so elect to receive payments in the
Specified Currency, and any such outstanding election shall be automatically
suspended, and payments shall be in U.S. dollars, until the Company determines
that the Specified Currency is again available for making such payments.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Notwithstanding the foregoing, if an Addendum is attached hereto as
specified above, this Note shall be subject to the terms set forth in such
Addendum.
Unless the certificate of authentication hereon has been executed by the
Trustee or its duly appointed co-authenticating agent by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
- --------------------
This Note is one of a duly authorized issue of securities (herein called
the "Securities") of the Company (which term includes any successor corporation
under the Indenture hereinafter referred to) issued and to be issued pursuant to
such Indenture. This Security is one of a series designated by the Company as
its Medium-Term [Senior] [Subordinated] Notes, Series [C] [A] (the "Notes"). The
Indenture does not limit the aggregate principal amount of the Notes or the
Securities.
The Company issued this Note pursuant to an Indenture, dated as of [April l,
1998] [January 20, 1999] (herein called the "Indenture" which term, for the
purpose of this Note, shall include the Officers' Certificate dated June 30,
1999, delivered pursuant to Sections 201 and 301 of the Indenture), between the
Company and The Bank of New York, as trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and Holders of the Notes and of the terms upon which
the Notes are, and are to be, authenticated and delivered. The U.S. dollar
equivalent of the public offering price or purchase price of Notes denominated
in currencies other than U.S. dollars will be determined by The Bank of New
York, as exchange rate agent for the Notes (the "Exchange Rate Agent") pursuant
to the Exchange Rate Agency Agreement, dated as of June 30, 1999, between the
Company and the Exchange Rate Agent.
The Notes are issuable as Registered Securities, without coupons, in
denominations of $1,000 (if the Specified Currency is U.S. Dollars) and any
amount in excess thereof which is an integral multiple of $1,000 (if the
Specified Currency is U.S. Dollars). As provided in the Indenture and subject to
certain limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of like tenor of any authorized
denomination, as requested by the Holder surrendering the same, upon surrender
of the Note or Notes to be exchanged at any office or agency described below
where Notes may be presented for registration of transfer.
Fixed Rate Notes
- ----------------
This Note will bear interest at the rate per annum stated on the face
hereof or in an addendum attached hereto until the principal amount hereof is
paid or made available for payment, except as otherwise described below under
"Subsequent Interest Periods" and "Extension of Maturity," and except that if so
specified in an addendum hereto, the rate of interest payable on certain Fixed
Rate Notes may be subject to adjustment as specified therein.
Subsequent Interest Periods
- ---------------------------
5
<PAGE>
If so specified on the face hereof or in an addendum hereto, the Interest
Rate on this Note may be reset by the Company on the date or dates specified on
the face hereof or in an addendum hereto or delivered herewith (each an
"Optional Reset Date"). Not later than 40 days prior to each Optional Reset
Date, the Trustee will mail to the Holder of this Note a notice (the "Reset
Notice"), first class, postage prepaid, indicating whether the Company has
elected to reset the Interest Rate, and if so, (i) such new Interest Rate and
(ii) the provisions, if any, for redemption during the period from such Optional
Reset Date to the next Optional Reset Date, or, if there is no such next
Optional Reset Date, to the Stated Maturity of this Note (each such period, a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during the Subsequent Interest Period. Upon the transmittal by the
Trustee of a Reset Notice to the holder of a Note, such new interest rate shall
take effect automatically. Except as modified by the Reset Notice and as
described below, such Note will have the same terms as prior to the transmittal
of such Reset Notice. Notwithstanding the foregoing, not later than 20 days
prior to an Optional Reset Date, the Company may, at its option, revoke the
Interest Rate provided for in the Reset Notice and establish a higher Interest
Rate for the Subsequent Interest Period by causing the Trustee to mail notice of
such higher Interest Rate to the Holder of this Note. Such notice shall be
irrevocable. All Notes with respect to which the Interest Rate is reset on an
Optional Reset Date will bear such higher Interest Rate whether or not tendered
for repayment.
The Holder of this Note will have the option to elect repayment by the
Company on each Optional Reset Date at a price equal to the principal amount
hereof, plus interest accrued to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedures set
forth below for optional repayment, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date, and except that if the Holder has tendered this
Note for repayment pursuant to a Reset Notice, the Holder may, by written notice
to the Trustee, revoke such tender for repayment until the close of business on
the tenth day before the Optional Reset Date.
Indexed Principal Notes
- -----------------------
If this Note is an Indexed Principal Note, then the principal amount
payable at Stated Maturity or earlier redemption or retirement is determined by
reference to the amount designated on the face hereof or in an addendum hereto
as the face amount of this Note and by reference to the Index as described on
the face hereof or in an addendum hereto. If this Note is an Indexed Principal
Note, the principal amount payable at Stated Maturity or any earlier redemption
or repayment of this Note may be different from the face amount.
If a third party is appointed to calculate or announce the Index for a
particular Indexed Principal Note and this third party either suspends the
calculation or announcement of such Index or changes the basis upon which such
Index is calculated, in a manner that is inconsistent with the applicable
pricing supplement, then the Company will select another third party to
calculate or announce the Index. The agents or their respective affiliates may
be either the original or successor third party selected by the Company
If for any reason such Index cannot be calculated on the same basis and
subject to the same conditions and controls as applied to the original third
party, then the indexed principal amount of such Indexed Principal Note will be
calculated in the manner set forth in the applicable pricing supplement. Any
determination by the selected third party will be binding on all parties, except
in the case of an obvious error.
Specified Currency
- ------------------
If the Specified Currency is other than U.S. dollars, the amount of any
U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for
6
<PAGE>
settlement on such payment date, of the aggregate amount of the Specified
Currency payable on such payment date in respect of all Notes denominated in
such Specified Currency. All currency exchange costs will be borne by the
Holders of such Notes by deductions from such payments. If no such bid
quotations are available, then such payments will be made in the Specified
Currency, unless the Specified Currency is unavailable due to the imposition of
exchange controls or to other circumstances beyond the Company's control, in
which case payment will be made as described in the next paragraph.
Payments in Currencies Other than the Specified Currency
- --------------------------------------------------------
Except as set forth below, if any payment in respect hereof is required to
be made in a Specified Currency other than U.S. dollars and such currency is (i)
unavailable due to the imposition of exchange controls or other circumstances
beyond the Company's control, (ii) is no longer used by the government of the
country issuing such currency or (iii) is no longer used for the settlement of
transactions by public institutions of or within the international banking
community, then such payment shall be made in U.S. dollars until such currency
is again available or so used. The amount so payable on any date in such foreign
currency shall be converted into U.S. dollars on the basis of the noon buying
rate in New York City for cable transfers, in the Specified Currency, as
certified for customs purposes by the Federal Reserve Bank of New York (the
Market Exchange Rate") as of the second Business Day preceding that day, or if
such Market Exchange Rate is unavailable, the most recently available Market
Exchange Rate for such currency, or as otherwise indicated on the face hereof or
in the pricing supplement attached hereto or delivered herewith. Any payment
made under such circumstances in U.S. dollars will not constitute an Event of
Default under the Indenture.
In the event of an official redenomination of the Specified Currency of
this Note (other than as a result of the European Monetary Union, but including,
without limitation, an official redenomination of any such Specified Currency
that is a composite currency), the obligations of the Company with respect to
payments on this Note shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. This Note does not provide for any adjustment to any amount
payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated).
Dual Currency Notes
- -------------------
If this Note is specified on the face hereof or in an addendum hereto as a
Dual Currency Note, the Company may have a one time option, exercisable on one
or more dates (each an "Option Election Date"), with respect to all Dual
Currency Notes issued on the same day and having the same terms (a "Tranche"),
of thereafter making all payments of principal, premium, if any, and interest
(which payments would otherwise be made in the Specified Currency of such Notes)
in an optional currency (the "Optional Payment Currency"). Such option will be
exercisable in whole but not in part on an Option Election Date, which will be
any one of the dates specified on the face hereof or in an addendum hereto.
If the Company makes such an election, the amount payable in the Optional
Payment Currency shall be determined using the Designated Exchange Rate
specified on the face hereof or in an addendum hereto. If such election is made,
notice of such election shall be mailed in accordance with the terms of the
applicable Tranche of Dual Currency Notes within two Business Days of the Option
Election Date and shall state (i) the first date, whether an Interest Payment
Date and/or Stated Maturity, on which scheduled payments in the Optional Payment
Currency will be made and (ii) the Designated Exchange Rate. Any such notice by
the Company, once given, may not be withdrawn. The equivalent value in the
Specified Currency of payments made after such an election may be less, at the
then current exchange rate, than if the Company had made such payment in the
Specified Currency.
7
<PAGE>
Renewable Notes
- ---------------
If this Note is specified on the face hereof or in an addendum hereto as a
Renewable Note, this Note will mature on an Interest Payment Date occurring in
or prior to the twelfth month following the Original Issue Date of this Note
(the "Initial Stated Maturity") unless the term of all or any portion of this
Note is renewed in accordance with the following procedures.
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Stated Maturity of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to twice the Special Election Interval) after such Renewal Date, if the
Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will become due and payable on the
Interest Payment Date occurring in the sixth month (or the last month in the
Special Election Interval) after such Renewal Date (the "New Maturity Date").
The Holder may elect to renew the term of this Note, or if so specified,
any portion thereof, by delivering a notice to such effect to the Trustee (or
any duly appointed paying agent) at the corporate trust office of the Trustee or
agency of the Trustee in the City of New York not less than 15 nor more than 30
days prior to such Renewal Date. Such election will be irrevocable and will be
binding upon each subsequent Holder of this Note. An election to renew the term
of this Note may be exercised with respect to less than the entire principal
amount of this Note only if so specified on the face hereof or in an addendum
hereto and then only in such principal amount, or any integral multiple in
excess of such amount, as is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith. Notwithstanding the foregoing,
the term of this Note may not be extended beyond the Stated Maturity specified
for this Note on the face hereof or in an addendum hereto.
If the Holder does not elect to renew the term, this Note must be presented
to the Trustee (or any duly appointed paying agent) and, as soon as practicable
following receipt of such Note the Trustee (or any duly appointed paying agent)
shall issue in exchange therefor in the name of such Holder (i) a Note, in a
principal amount equal to the principal amount of such exchanged Note for which
no election to renew the term thereof was exercised, with terms identical to
those specified on such exchanged Note (except that such Note shall have a
fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if an
election to renew is made with respect to less than the full principal amount of
such Holder's Note, the Trustee, or any duly appointed paying agent, shall issue
in exchange for such Note in the name of such Holder, a replacement Renewable
Note, in a principal amount equal to the principal amount of such exchanged Note
for which the election to renew was made, with terms otherwise identical to the
exchanged Note.
Extension of Maturity
- ---------------------
If so specified on the face hereof or in an addendum hereto, the Maturity
of this Note may be extended at the option of the Company for one or more
periods of whole years specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith (each an "Extension Period") from one to
five, up to but not beyond the date (the "Final Maturity") set forth on the face
hereof or in an addendum hereto. The Company may exercise such option by
notifying the Trustee for this Note at least 45 but not more than 60 days prior
to the old Stated Maturity of this Note. If the Company exercises such option,
the Trustee will mail to the Holder of this Note not later than 40 days prior to
the old Stated Maturity a notice (the "Extension Notice") first class, postage
prepaid indicating (i) the election of the Company to extend the Stated
Maturity, (ii) the new Stated Maturity, (iii) the Interest Rate applicable to
the Extension Period and (iv) the provisions, if any, for redemption during such
Extension Period including the date or dates on which, or the period or periods
during which, and the price or prices at which such redemption may occur during
the extension period.
8
<PAGE>
Upon the Trustee's mailing of the Extension Notice, the Stated Maturity of
this Note shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, this Note will have the
same terms as prior to the mailing of such Extension Notice. Notwithstanding the
foregoing, not later than 20 days prior to the old Stated Maturity of this Note,
the Company may, at its option, revoke the Interest Rate provided for in the
Extension Notice and establish a higher Interest Rate for the Extension Period
by causing the Trustee to mail notice of such higher Interest Rate, first class,
postage prepaid to the Holder of this Note. Such notice shall be irrevocable.
All Notes with respect to which the Stated Maturity is extended will bear such
higher Interest Rate for the extension period, whether or not tendered for
repayment.
If the Company extends the Stated Maturity of this Note, the Holder will
have the option to elect repayment of this Note by the Company on the old Stated
Maturity at a price equal to the principal amount hereof, plus interest accrued
to such date. In order to obtain repayment on such old Stated Maturity once the
Company has extended the Stated Maturity hereof, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery of this Note or notification to the Trustee shall be at least 25 but
not more than 35 days before the old Stated Maturity, and except that if the
Holder has tendered this Note for repayment pursuant to an Extension Notice, the
Holder may, by written notice to the Trustee, revoke such tender for repayment
until the close of business on the tenth day before the old Stated Maturity.
Optional Redemption, Repayment and Repurchase
- ---------------------------------------------
This Note will be subject to redemption at the option of the Company on any
date on or after the first Optional Redemption Date, if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S.$1,000
(if the Specified Currency is U.S. dollars) or such other increment specified on
the face hereof under Authorized Denomination (if the Specified Currency is not
U.S. dollars) (provided that any remaining principal amount hereof shall be an
Authorized Denomination and at least the minimum Authorized Denomination hereof)
at the Redemption Price (as defined below), together with unpaid interest
accrued thereon to the date fixed for redemption (the "Redemption Date"), on
written notice given to the Holder hereof (in accordance with the provisions of
the Indenture) not more than 60 nor less than 30 calendar days prior to the
Redemption Date. The "Redemption Price" shall be the Initial Redemption
Percentage specified on the face hereof (as adjusted by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof as set forth below)
multiplied by the Accreted Value of this Note to be redeemed. The Initial
Redemption Percentage, if any, shall decline at each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction, if any, until the
Redemption Price is equal to 100% of the Accreted Value of this Note to be
redeemed. Whenever less than all of the Notes of like tenor and terms are to be
redeemed, the Notes to be redeemed and the Holders thereof shall be selected by
the Trustee by such method as the Trustee shall deem fair and reasonable. In the
event of redemption of this Note in part only, a new Note of like tenor and
otherwise having the same terms as this Note for the unredeemed portion hereof
shall be issued by the Company in the name of the Holder hereof, without charge,
upon the presentation and surrender hereof.
This Note will be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S.$l,000 (if
the Specified Currency is U.S. dollars) or such other increment specified on the
face hereof under Authorized Denomination (if the Specified Currency is not U.S.
dollars) (provided that any remaining principal amount hereof shall be an
Authorized Denomination and at least the minimum Authorized Denomination hereof)
at a repayment price equal to 100% of the Accreted Value of this Note, together
with unpaid interest accrued thereon to the date fixed for repayment (the
"Repayment Date"). For this Note to be repaid, the Trustee must receive at its
office, currently located at 101 Barclay Street, 21 West, New York, New York,
not more than 60 nor less than 30 calendar days prior to the Repayment Date, (i)
in the case of a certificated note, such certificated note and the form thereon
entitled "Option to Elect Repayment" duly completed or (ii) in the case of a
book-entry note, instructions to such effect from the applicable Beneficial
Owner to the Depositary and forwarded by the Depositary. Exercise of such
repayment option by the Holder hereof will be irrevocable. In the event of
repayment of this Note in part only, a new Note of like tenor and terms for the
unrepaid portion hereof and otherwise having the same terms as this Note shall
be issued by the Company in the name of the Holder hereof without charge, upon
the presentation and surrender hereof.
9
<PAGE>
For all purposes of this Note and the Indenture, unless the context
otherwise requires, all provisions relating to the redemption by the Company of
Notes shall relate, in the case of any Notes redeemed or to be redeemed by the
Company only in part, to that portion of the principal amount of such Notes that
has been or is to be so redeemed.
Events of Default
- -----------------
If an Event of Default with respect to the Notes shall occur and be
continuing, a portion of the principal of this Note may be declared due and
payable in the manner and with the effect provided in the Indenture. Such
portion shall be equal to the Accreted Value of this Note at the time of payment
with respect to such declaration. Upon payment (i) of such Accreted Value and
(ii) of interest on any overdue Accreted Value (to the extent that the payment
of such interest shall be legally enforceable), all of the Company's obligations
in respect of the payment of the principal of and interest on this Note shall
terminate.
Amendment of Indenture
- ----------------------
The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Notes. The Indenture
also permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations under the Indenture of the
Company and the rights of Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series to be affected. The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series, on behalf of the Holders of
all the Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or,
subject to the provisions for satisfaction and discharge in Article Four, of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.
Defeasance
- ----------
The Indenture permits the Company, by irrevocably depositing, in amounts
and maturities sufficient to pay and discharge at the Stated Maturity or
Redemption Date, as the case may be, the entire indebtedness on all Outstanding
Notes, cash or U.S. Government Obligations with the Trustee in trust solely for
the benefit of the Holders of all Outstanding Notes, to defease the Indenture
with respect to such Notes, and upon such deposit the Company shall be deemed to
have paid and discharged its entire indebtedness on such Notes. Thereafter,
Holders would be able to look only to such trust fund for payment of principal
and interest at the Stated Maturity or Redemption Date, as the case may be.
Transfer of Notes
- -----------------
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of Notes is registrable in the Security Register, upon
surrender of a Note for registration of transfer at the Corporate Trust Office
of the Trustee or at the office or agency of the Trustee in the Borough of
Manhattan, The City of New York, or at such other offices or agencies as the
Company may designate, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
10
<PAGE>
Transfers of ownership interests in a Global Note representing Notes in
book-entry form are to be accomplished by entries made on the books of
participants of the depositary acting on behalf of beneficial owners.
No service charge shall be made by the Company, the Trustee or the Security
Registrar for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith (other than exchanges pursuant to
Sections 304, 906 or 1107 of the Indenture not involving any transfer or as
provided in the Indenture).
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
Governing Law
- -------------
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York including, without limitation,
Section 5-1401 of the New York General Obligations Law.
All undefined terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
11
<PAGE>
IN WITNESS WHEREOF, Occidental Petroleum Corporation has caused this
Instrument to be signed by the signature or facsimile signature of its Chairman
of the Board, President, a Vice President, its Treasurer or an Assistant
Treasurer and by its Secretary or an Assistant Secretary by his or her signature
or a facsimile thereof, and its corporate seal or a facsimile of its corporate
seal to be affixed hereunto or imprinted hereon.
(SEAL) OCCIDENTAL PETROLEUM CORPORATION
By:
-------------------------------------
Title:
Attest:
- --------------------------
Title:
12
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in UNIF GIFT MIN ACT ......... Custodian ..........
common (Cust.) (Minor)
TEN ENT - as tenants by the Under Uniform Gifts to Minor Act
entireties
..............................................
JT TEN - as joint tenants (State)
with right of survivor
ship and not as tenants in common
Additional abbreviations may also be used though not in the above list.
----------------------
FOR VALUE RECEIVED, the undersigned hereby sells(s), assign(s) and transfer(s)
unto
Please Insert Social Security or Employer
Identification Number of Assignee
- --------------------------------
| - - |
- --------------------------------
- --------------------------------------------------------------------------------
Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee
- --------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing __________________________________________ attorney to transfer
said Security on the books of the Company, with full power of substitution in
the premises.
Dated:
-------------------------------- ----------------------------------
Signature
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.
13
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to, but not including the Repayment Date, to the
undersigned, at:
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its office in the
Borough of Manhattan, The City of New York, currently located 101 Barclay
Street, 21 West, not more than 60 nor less than 30 calendar days prior to the
Repayment Date, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S.$ 1,000 or other
Authorized Denomination specified on the face hereof (provided that any
remaining principal amount shall be at least U.S.$100,000 or the minimum
Authorized Denomination)) which the Holder elects to have repaid and specify the
denomination or denominations (which shall be U.S.$100,000 or the minimum
Authorized Denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
-------------------------------------
Principal amount to be repaid: $ | Notice: The signature(s) on this |
| must correspond with the name(s) |
Option to Elect Repayment Date: | as written upon the face of this |
| Note in every particular, without |
| alteration or enlargement or any |
| change whatsoever. |
-------------------------------------
Dated:
---------------------------- -----------------------------------
signature
14
<PAGE>
[Form of Global Zero Coupon Registered Security - United States]
REGISTERED REGISTERED
OCCIDENTAL PETROLEUM CORPORATION
NO. FXR- MEDIUM-TERM NOTE, SERIES B PRINCIPAL AMOUNT:
(Zero Coupon) U.S.$
CUSIP:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN,
PURSUANT TO PROPOSED TREASURY REGULATION SECTION 1.1275-3, (A) THE AMOUNT
OF THE ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS AS SPECIFIED BELOW, (B) THE
ORIGINAL ISSUE DATE IS AS SPECIFIED BELOW, (C) THE YIELD TO MATURITY, COMPUTED
UNDER THE APPROXIMATE METHOD, IS AS SPECIFIED BELOW, AND (D) THE AMOUNT OF THE
ORIGINAL ISSUE DISCOUNT ALLOCABLE TO THE SHORT ACCRUAL PERIOD OCCURRING BETWEEN
_____________ AND _____________ IS $
Issue Price: Original Issue Date:
Original Issue Discount: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Exchange Rate Agent:
Dual Currency Note: [ ] Yes (see addendum) [ ] No
Optional Payment Currency:
Designated Exchange Rate:
Indexed Principal Note: [ ] Yes (see addendum) [ ] No
Discount Note: [ ] Yes [ ] No
Issue Price: ___%
Yield to Maturity:
----------------------------
EXHIBIT D
1
<PAGE>
Dated: . . . . . . . . . . . .
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By:. . . . . . . . . . . . . . . .
Authorized Signatory
2
<PAGE>
OCCIDENTAL PETROLEUM CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Company"),
for value received, hereby promises to pay to CEDE & CO. , or registered
assigns, the principal amount specified above on the Stated Maturity specified
above ("Maturity"). If Maturity with respect to this Note falls on a day that is
not a Business Day, the payment due at Maturity will be made on the following
day that is a Business Day as if it were made on the date such payment was due
and no interest shall accrue on the amount so payable for the period from and
after Maturity. The principal of this Note shall not bear interest except in the
case of a default in payment of principal upon acceleration or at the Stated
Maturity, and in such case, the Accreted Value (as defined below) of this Note
at the date of such default in payment shall bear interest at the Yield to
Maturity specified above plus 1% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such default in payment to the date payment of such principal has been made or
duly provided for. Such interest will be computed on the basis of a 360-day year
of twelve 30-day months, compounded semi-annually. Payment of the principal of
and any such interest on this Note will be made at the Corporate Trust Office of
the Trustee in the Borough of Manhattan, The City of New York, or at any other
place designated by the Company for such purpose, and if the Specified Currency
is U.S. dollars, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company, payment of any interest
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register, and provided, further that,
if the Holder hereof is the Holder of U.S. $1,000,000 (or the equivalent thereof
in a currency other than U.S. dollars determined as provided on the reverse
hereof) or more in aggregate principal amount of Notes of like tenor and term,
such U.S. dollar interest payments will be made by wire transfer of immediately
available funds if appropriate wire transfer instructions have been received in
writing by the Trustee not less than 15 days prior to the applicable payment
date. Any wire transfer instructions received by the Trustee shall remain in
effect until revoked by the Holder. Simultaneously with any election by the
Holder hereof to receive payments in respect hereof in the Specified Currency
(if other than U.S. dollars), such Holder shall provide appropriate wire
transfer instructions to the Trustee and all such payments will be made by wire
transfer of immediately available funds to an account maintained by the payee
with a bank located outside the United States.
The "Accreted Value" of this Note at any date (the "Calculation Date")
shall be equal to (i) the Original Issue Price of this Note specified above plus
(ii) the accrued amortization of Original issue Discount specified above
attributable ratably on a daily basis to the period from and including the
Original Issue Date specified above to but excluding such Calculation Date. The
calculation of accrual of Original issue Discount will be computed on the basis
of a 360-day year of twelve 30-day months, compounded semi-annually.
For purposes of this Note, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York; provided, however, that, with respect to
foreign currency Notes, the day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center (as defined below) of the country issuing the
Specified Currency or, if the Specified Currency is Euro, the day is also a day
on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open.
For the purposes of this Note, "Principal Financial Center" means
(1) the capital city of the country issuing the Specified Currency,
except that with respect to United States dollars, Australian dollars,
Canadian dollars, Deutsche marks, Dutch guilders, Italian lire, South
African rand and Swiss francs, the "Principal Financial Center" will
be The City of New York, Sydney and Melbourne, Toronto, Frankfurt,
Amsterdam, Milan, Johannesburg and Zurich, respectively, or
(2) the capital city of the country to which the LIBOR Currency
relates, except that with respect to United States dollars, Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian
lire, Portuguese escudos, South African rand and Swiss francs, the
"Principal Financial Center" will
3
<PAGE>
be The City of New York, Sydney, Toronto, Frankfurt, Amsterdam, Milan,
London, Johannesburg and Zurich, respectively.
[The indebtedness evidenced by this Note is, to the extent set forth in the
Indenture, expressly subordinated and subject in right of payment to the prior
payment in full of Senior Indebtedness as defined in the Indenture, and this
Note is issued subject to such provisions, and each Holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes and directs the Trustee in such Holder's behalf to take such action
as may be necessary or appropriate to acknowledge or effectuate the
subordination as provided in the Indenture and appoints the Trustee as such
Holder's attorney-in-fact for any and all such purposes.]
The principal hereof and any premium and interest hereon are payable by the
Company in the Specified Currency shown above. If the Specified Currency shown
above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described below. The
Holder hereof may, if so indicated above, elect to receive all payments in
respect hereof in the Specified Currency by notifying the participant of the
depositary through which its interest is held, or, in the case of certificated
notes, the Trustee, at its office in the Borough of Manhattan, the City of New
York, or at such other place as the Company may designate on or before the
sixteenth day, whether or not a Business Day, before Maturity of the Holder's
election to receive all or a portion of any payment in a Specified Currency. The
participant should as soon as practicable notify the depository of the election.
The depositary or the Trustee, as applicable, will notify the Paying Agent of
the election on or before the fifth Business Day after the Regular Record Date.
If complete instructions are received by the participant and forwarded to the
depositary, and forwarded by the depositary or the Trustee, as applicable, to
the Paying Agent, on or before the relevant dates, the beneficial owner of this
Note will receive payments in the Specified Currency. Such election will remain
in effect until revoked by written notice to the Trustee received not later than
fifteen calendar days prior to the applicable payment date. If the Company
determines that the Specified Currency is not available for making payments in
respect hereof due to the imposition of exchange controls or other circumstances
beyond the Company's control or is no longer used by the government of the
country issuing such currency or for the settlement of transactions by public
institutions or within the international banking community, then the Holder
hereof may not so elect to receive payments in the Specified Currency, and any
such outstanding election shall be automatically suspended, and payments shall
be in U.S. dollars, until the Company determines that the Specified Currency is
again available for making such payments.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Notwithstanding the foregoing, if an Addendum is attached hereto as
specified above, this Note shall be subject to the terms set forth in such
Addendum.
Unless the certificate of authentication hereon has been executed by the
Trustee or its duly appointed coauthenticating agent by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
- --------------------
This Note is one of a duly authorized issue of securities (herein called
the "Securities") of the Company (which term includes any successor corporation
under the Indenture hereinafter referred to) issued and to be issued pursuant to
such Indenture. This Security is one of a series designated by the Company as
its Medium-Term [Senior] [Subordinated] Notes, Series [C] [A] (the "Notes"). The
Indenture does not limit the aggregate principal amount of the Notes or the
Securities.
The Company issued this Note pursuant to an Indenture, dated as of [April l,
1998] [January 20, 1999] (herein called the "Indenture" which term, for the
purpose of this Note, shall include the Officers' Certificate dated June 30,
1999, delivered pursuant to Sections 201 and 301 of the Indenture), between the
Company and The Bank of New York, as trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of
4
<PAGE>
rights, duties and immunities thereunder of the Company, the Trustee and Holders
of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The U.S. dollar equivalent of the public offering
price or purchase price of Notes denominated in currencies other than U.S.
dollars will be determined by The Bank of New York, as exchange rate agent for
the Notes (the "Exchange Rate Agent") pursuant to the Exchange Rate Agency
Agreement, dated as of June 30, 1999, between the Company and the Exchange Rate
Agent.
The Notes are issuable as Registered Securities, without coupons, in
denominations of $1,000 (if the Specified Currency is U.S. Dollars) and any
amount in excess thereof which is an integral multiple of $1,000 (if the
Specified Currency is U.S. Dollars). As provided in the Indenture and subject to
certain limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of like tenor of any authorized
denomination, as requested by the Holder surrendering the same, upon surrender
of the Note or Notes to be exchanged at any office or agency described below
where Notes may be presented for registration of transfer.
The Notes are issuable as Registered Securities, without coupons, in
denominations of $1,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes of like tenor of any authorized denomination, as
requested by the Holder surrendering the same, upon surrender of the Note or
Notes to be exchanged at any office or agency described below where Notes may be
presented for registration of transfer.
Specified Currency
- ------------------
If the Specified Currency is other than U.S. dollars, the amount of any
U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such Notes by deductions from
such payments. If no such bid quotations are available, then such payments will
be made in the Specified Currency, unless the Specified Currency is unavailable
due to the imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment will be made as described in the next
paragraph.
Payments in Currencies Other than the Specified Currency
- --------------------------------------------------------
Except as set forth below, if any payment in respect hereof is required to
be made in a Specified Currency other than U.S. dollars and such currency is (i)
unavailable due to the imposition of exchange controls or other circumstances
beyond the Company's control, (ii) is no longer used by the government of the
country issuing such currency or (iii) is no longer used for the settlement of
transactions by public institutions of or within the international banking
community, then such payment shall be made in U.S. dollars until such currency
is again available or so used. The amount so payable on any date in such foreign
currency shall be converted into U.S. dollars on the basis of the noon buying
rate in New York City for cable transfers, in the Specified Currency, as
certified for customs purposes by the Federal Reserve Bank of New York (the
Market Exchange Rate") as of the second Business Day preceding that day, or if
such Market Exchange Rate is unavailable, the most recently available Market
Exchange Rate for such currency, or as otherwise indicated on the face hereof or
in the pricing supplement attached hereto or delivered herewith. Any payment
made under such circumstances in U.S. dollars will not constitute an Event of
Default under the Indenture.
In the event of an official redenomination of the Specified Currency of
this Note (other than as a result of the European Monetary Union, but including,
without limitation, an official redenomination of any such Specified Currency
that is a composite currency), the obligations of the Company with respect to
payments on this Note shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
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<PAGE>
currency representing the amount of such obligations immediately before such
redenomination. This Note does not provide for any adjustment to any amount
payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated).
Optional Redemption, Repayment and Repurchase
- ---------------------------------------------
This Note may not be redeemed prior to the Stated Maturity set forth above.
Events of Default
- -----------------
If an Event of Default with respect to Notes shall occur and be continuing,
a portion of the principal of this Note may be declared due and payable in the
manner and with the effect provided in the Indenture. Such portion shall be
equal to the Accreted Value of this Note at the time of payment with respect to
such declaration. Upon payment (i) of such Accreted Value and (ii) of interest
on any overdue Accreted Value (to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal of and interest, if any, on this Note shall
terminate.
Amendment of Indenture
- ----------------------
The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Notes. The Indenture
also permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations under the Indenture of the
Company and the rights of Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series to be affected. The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series, on behalf of the Holders of
all the Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or,
subject to the provisions for satisfaction and discharge in Article Four, of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.
Defeasance
- ----------
The Indenture permits the Company, by irrevocably depositing, in amounts
and maturities sufficient to pay and discharge at the Stated Maturity, the
entire indebtedness on all Outstanding Notes, cash or U.S. Government
Obligations with the Trustee in trust solely for the benefit of the Holders of
all Outstanding Notes, to defease the Indenture with respect to such Notes, and
upon such deposit the Company shall be deemed to have paid and discharged its
entire indebtedness on such Notes. Thereafter, Holders would be able to look
only to such trust fund for payment of principal and interest at the Stated
Maturity.
Transfer of Notes
- -----------------
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of Notes is registrable in the Security Register, upon
surrender of a Note for registration of transfer at the Corporate Trust Office
of the Trustee or at the office or agency of the Trustee in the Borough of
Manhattan, The City of New York, or at such other offices or agencies as the
Company may designate, duly endorsed by, or accompanied by a written instrument
of
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<PAGE>
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
Transfers of ownership interests in a Global Note representing Notes in
book-entry form are to be accomplished by entries made on the books of
participants of the depositary acting on behalf of beneficial owners.
No service charge shall be made by the Company, the Trustee or the Security
Registrar for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith (other than exchanges pursuant to
Sections 304, 906 or 1107 of the Indenture not involving any transfer or as
provided in the Indenture).
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
Governing Law
- -------------
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York including, without limitation,
Section 5-1401 of the New York General Obligations Law.
All undefined terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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<PAGE>
IN WITNESS WHEREOF, Occidental Petroleum Corporation has caused this
Instrument to be signed by the signature or facsimile signature of its Chairman
of the Board, President, a Vice President, its Treasurer or an Assistant
Treasurer and by its Secretary or an Assistant Secretary by his or her signature
or a facsimile thereof, and its corporate seal or a facsimile of its corporate
seal to be affixed hereunto or imprinted hereon.
(SEAL) OCCIDENTAL PETROLEUM CORPORATION
By:.....................................
Title:
Attest:
..................................
Title:
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in UNIF GIFT MIN ACT ......... Custodian ..........
common (Cust.) (Minor)
Under Uniform Gifts to Minor Act
TEN ENT - as tenants by the ..............................................
entireties (State)
JT TEN - as joint tenants
with right of survivor
ship and not as tenants
in common
Additional abbreviations may also be used though not in the above list.
----------------------
FOR VALUE RECEIVED, the undersigned hereby sells(s), assign(s) and transfer(s)
unto
Please Insert Social Security or Employer
Identification Number of Assignee
- ---------------------------------
| - - |
- ---------------------------------
- --------------------------------------------------------------------------------
Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee
- --------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing __________________________________________ attorney to transfer
said Security on the books of the Company, with full power of substitution in
the premises.
Dated:
------------------------------- ---------------------------------
Signature
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.
9
