Occidental Petroleum (OXY) 10-Q 2024 Q2 Quarterly report

AMENDMENT NO. 1

This AMENDMENT NO. 1 dated as of May 16, 2024 (this “Amendment”), to the Third

Amended and Restated Credit Agreement, dated as of February 2, 2024 (as amended, restated,

supplemented or otherwise modified prior to giving effect to this Amendment, the “Existing Credit

Agreement” and, as amended pursuant to this Amendment, the “Amended Credit Agreement”), among

OCCIDENTAL PETROLEUM CORPORATION, a Delaware corporation (the “Borrower”), the Banks

from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such

capacity, the “Administrative Agent”), is entered into by and among the Borrower, the Administrative

Agent, CHINA CONSTRUCTION BANK CORPORATION, as an Increasing Bank (in such capacity, the

“Amendment No. 1 Increasing Bank”), and each Issuing Bank.  Capitalized terms used but not otherwise

defined herein shall have the meanings assigned to such terms in the Existing Credit Agreement.

WHEREAS, the Borrower has requested, in accordance with Section 4.01(b) of the

Existing Credit Agreement, a Commitment Increase in an aggregate principal amount of $150,000,000 (the

“Amendment No. 1 Commitment Increase”) and that certain provisions of the Existing Credit Agreement

be amended upon the terms and subject to the conditions set forth herein to effectuate the foregoing; and

WHEREAS, the Amendment No. 1 Increasing Bank is willing to extend the Amendment

No. 1 Commitment Increase to the Borrower, and each of the Administrative Agent and the Issuing Banks

are willing to consent thereto, on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of

which is acknowledged by each party hereto, the parties hereto agree as follows:

Section 1.Rules of Construction.  The rules of construction specified in Section 1.05 of the

Existing Credit Agreement shall apply to this Amendment, mutatis mutandis, including the terms defined in

the preamble hereto.

Section 2.Amendments to Existing Credit Agreement.  On the Amendment No. 1 Effective

Date (as defined below), the Existing Credit Agreement shall hereby be amended by amending and restating

Schedule I to the Existing Credit Agreement in its entirety as set forth in Exhibit A hereto.

Section 3.Commitment Increase.

(a)The Borrower confirms and agrees that it has requested the Amendment No. 1

Commitment Increase pursuant to, and on the terms set forth in, Section 4.01(b) of the Existing Credit

Agreement. This Amendment shall be deemed to satisfy the notice requirement set forth in Section

4.01(b)(i) of the Existing Credit Agreement with respect to a Commitment Increase.

(b)The Amendment No. 1 Increasing Bank agrees that, on the Amendment No. 1

Effective Date and in accordance with and pursuant to the terms and conditions of this Amendment and the

Existing Credit Agreement, the Amendment No. 1 Increasing Bank will extend to the Borrower the

Amendment No. 1 Commitment Increase.  Each party hereto agrees that, from and after the Amendment

No. 1 Effective Date, (i) the Amendment No. 1 Increasing Bank shall be deemed to be a “Bank” for all

purposes of the Amended Credit Agreement and (ii) the Amendment No. 1 Increasing Bank shall be a party

to the Amended Credit Agreement, shall be entitled to all rights, benefits and privileges accorded a Bank

under the Amended Credit Agreement and shall be subject to all obligations of a Bank under the Amended

Credit Agreement, in each case, in respect of the Amendment No. 1 Commitment Increase and any

Revolving Credit Loans made in connection therewith.

Execution Version

(c)The parties hereto hereby acknowledge and agree that from and after the

Amendment No. 1 Effective Date, (i) the Amendment No. 1 Commitment Increase and any revolving credit

loans made in respect of the Amendment No. 1 Commitment Increase shall (A) constitute a Revolving

Credit Commitment and Revolving Credit Loans, respectively, for all purposes of the Amended Credit

Agreement and (B) be established as an increase of, shall have the same terms as, and shall, to the extent

permitted under applicable law, be treated, and deemed, as comprising a single class with, the Revolving

Credit Commitments and any Revolving Credit Loans, as applicable, outstanding immediately prior to the

Amendment No. 1 Effective Date for all purposes of the Amended Credit Agreement and (ii) each reference

in the Amended Credit Agreement to (A) “Revolving Credit Commitments” shall be deemed to include the

Amendment No. 1 Commitment Increase and (B) “Revolving Credit Loans” shall be deemed to include

revolving credit loans made in respect of the Amendment No. 1 Commitment Increase.

(d)The Amendment No. 1 Increasing Bank (i) confirms that it has received a copy of

the Existing Credit Agreement and the schedules and exhibits thereto, together with copies of the financial

statements referred to therein and such other documents and information as it has deemed appropriate to

make its own credit analysis and decision to enter into this Amendment; (ii) acknowledges that none of the

Agents or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates has

made any representations or warranties to it and that no act by any such Agent hereafter taken, including

any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by

such Agent to the Amendment No. 1 Increasing Bank; (iii) represents to each Agent that it has,

independently and without reliance upon any Agent or any other Bank, and based on such documents and

information as it has deemed appropriate, made its own appraisal of and investigation into the business,

operations, property, financial and other condition and creditworthiness of the Borrower and made its own

decision to enter into this Amendment and to extend the Amendment No. 1 Commitment Increase to the

Borrower; (iv) agrees that it will, independently and without reliance upon any Agent or any other Bank,

and based on such documents and information as it shall deem appropriate at the time, continue to make its

own credit analysis, appraisals and decisions in taking or not taking action under the Amended Credit

Agreement, and to make such investigation as it deems necessary to inform itself as to the business,

operations, property, financial and other condition and creditworthiness of the Borrower; (v) appoints and

authorizes the Administrative Agent as its agent under the Amended Credit Agreement and hereby

authorizes the Administrative Agent to take such action on its behalf and to exercise such rights, remedies,

powers and privileges thereunder as are specifically authorized to be exercised by the Administrative Agent

by the terms of the Amended Credit Agreement, together with such rights, remedies, powers and privileges

as are reasonably incidental thereto; and (vi) agrees that it will perform in accordance with the terms of the

Amended Credit Agreement all of the obligations which by the terms thereof are required to be performed

by it as an Increasing Bank and a Bank.

Section 4.Conditions to Effectiveness.  The effectiveness of this Amendment and the

Amendment No. 1 Commitment Increase is subject solely to the satisfaction (or waiver by the Amendment

No. 1 Increasing Bank, the Issuing Banks and the Required Banks in accordance with the terms of the

Existing Credit Agreement) of the following conditions (the date of such satisfaction or waiver, the

“Amendment No. 1 Effective Date”):

(a)The Administrative Agent (or its counsel) shall have received:

(i)from the Borrower, the Amendment No. 1 Increasing Bank and each

Issuing Bank either (A) a counterpart of this Amendment signed on behalf of such party or (B) written

evidence satisfactory to the Administrative Agent (which may include electronic transmission of a signed

signature page of this Amendment) that such party has signed a counterpart of this Amendment;

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(ii)the signed certificate of a Senior Vice President or a Vice President and the

Secretary or an Assistant Secretary of the Borrower, dated the Amendment No. 1 Effective Date in form

and substance reasonably acceptable to the Administrative Agent and special counsel to the Administrative

Agent, certifying (A) a true and correct copy and/or extract of resolutions adopted by the Board of Directors

of the Borrower which authorize the execution, delivery and performance by the Borrower of this

Amendment, (B) a signed Certificate of the Secretary of State of the State of Delaware, in regular form (as

of a date shortly before the Amendment No. 1 Effective Date), listing and attaching the Restated Certificate

of Incorporation of the Borrower and each amendment, if any, thereto, together with the certificates of

designation of preferences of preferred stock and the certificates of merger or ownership, on file in the

office of such Secretary of State and stating that such documents are the only charter documents of the

Borrower on file in such office filed on the date the Restated Certificate of Incorporation was filed or

thereafter, (C) a true and complete copy of the By-laws of the Borrower as in effect on the Amendment No.

1 Effective Date, (D) the incumbency and specimen signatures of officers of the Borrower executing this

Amendment and any other document delivered to the Administrative Agent on the Amendment No. 1

Effective Date and (E) a signed Certificate of the Secretary of State of the State of Delaware, in regular

form (as of a date shortly before the Amendment No. 1 Effective Date), certifying that the Borrower is duly

incorporated and in good standing in the State of Delaware (provided that in lieu of certifying and attaching

any document required by subclause (B), (C) or (D) of this clause (ii), the certificate required by this clause

(ii) may instead contain a certification that such document has not been modified or supplemented since the

Borrower’s delivery thereof to the Administrative Agent on the Effective Date pursuant to Section 7.01 of

the Existing Credit Agreement);

(iii)an Officer’s Certificate, dated as of the Amendment No. 1 Effective Date,

certifying as to compliance with the conditions set forth in Sections 4(b) and 4(c) below as of the

Amendment No. 1 Effective Date; and

(iv)the signed opinion of Cravath, Swaine & Moore LLP, dated the

Amendment No. 1 Effective Date and given upon the express instructions of the Borrower, as to the

enforceability of this Amendment and as to such other matters as the Administrative Agent may reasonably

request, in form and substance reasonably acceptable to the Administrative Agent and special counsel to

 the Administrative Agent;

(v)to the extent required to effectuate the provisions of Section 5(c) hereof, a

notice in accordance with Section 2.01 of the Existing Credit Agreement.

(b)The representations and warranties on the part of the Borrower contained in this

Amendment and the Existing Credit Agreement (other than the representations and warranties set forth in

the second sentence of Section 5.01(e) of the Existing Credit Agreement, in Section 5.01(f) of the Existing

Credit Agreement and in Section 5.01(l) of the Existing Credit Agreement) shall be true and correct in all

material respects at and as of the Amendment No. 1 Effective Date, as though made on and as of such date

(except to the extent that such representations and warranties expressly relate solely to an earlier date).

(c)No Event of Default and no Unmatured Event of Default (other than any

Unmatured Event of Default which occurs as a result of a Bank Funding Default) shall have occurred and

be continuing on the Amendment No. 1 Effective Date or would result from the effectiveness of this

Amendment.

(d)The Administrative Agent shall have received all fees and other amounts due and

payable on or prior to the Amendment No. 1 Effective Date, including, to the extent invoiced at least two

Business Days prior to the Amendment No. 1 Effective Date, reimbursement or payment of all out-of-

pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid

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by the Borrower hereunder or under any other agreement entered into by any of the Agents and the Banks,

on the one hand, and the Borrower or any of its Subsidiaries, on the other hand.

(e)(i) The Amendment No. 1 Increasing Bank shall have received all documentation

and other information required by bank regulatory authorities under applicable “know your customer” and

anti-money laundering rules and regulations, including the USA PATRIOT Act, that shall have been

reasonably requested at least five Business Days prior to the Amendment No. 1 Effective Date and (ii) to

the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at

least five (5) days prior to the Amendment No. 1 Effective Date, if the Amendment No. 1 Increasing Bank

has requested, in a written notice to the Borrower at least 10 days prior to the Amendment No. 1 Effective

Date, a Beneficial Ownership Certification in relation to the Borrower, it shall have received such

Beneficial Ownership Certification (provided that, upon the execution and delivery by the Amendment No.

1 Increasing Bank of its signature page to this Amendment, the condition set forth in this subclause (ii) shall

be deemed to be satisfied).

The Administrative Agent shall notify the Borrower and the Banks of the Amendment

No. 1 Effective Date, and such notice shall be conclusive and binding.

Section 5.Effects of this Amendment.

(a)This Amendment is an “Accession Agreement” referred to in Section 4.01(b) of the

Existing Credit Agreement.  Except as expressly set forth herein, this Amendment (i) shall not (and shall

not be deemed to) limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the

Banks or the Administrative Agent under the Existing Credit Agreement and (ii) shall not alter, modify,

amend or in any way affect any of the terms, conditions, obligations, covenants or agreements of the

Borrower contained in the Existing Credit Agreement or any other provision of the Existing Credit

Agreement, all of which are ratified and affirmed by the Borrower in all respects and shall continue in full

force and effect.  This Amendment shall not constitute a novation of the Existing Credit Agreement.

(b)On and after the Amendment No. 1 Effective Date, each reference in the Existing

Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the

Existing Credit Agreement shall mean and be a reference to the Amended Credit Agreement.

(c)On the Amendment No. 1 Effective Date, (i) the aggregate principal amount of the

Revolving Credit Loans outstanding (for the purposes of this Section 5(c), the “Initial Loans”) immediately

prior to giving effect to the Amendment No. 1 Commitment Increase on the Amendment No. 1 Effective

Date, if any, shall be deemed to be repaid, (ii) after the effectiveness of the Amendment No. 1 Commitment

Increase, the Borrower shall be deemed to have made new Revolving Credit Borrowings (for the purposes

of this Section 5(c), the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate

principal amount of the Initial Loans and of the types and for the Interest Periods specified in a notice

delivered to the Administrative Agent in accordance with Section 2.01 of the Amended Credit Agreement,

(iii) each Bank shall pay to the Administrative Agent in same day funds an amount equal to the difference,

if positive, between (x) such Bank’s Proportional Share (calculated after giving effect to the Amendment

No. 1 Commitment Increase) of the Subsequent Borrowings and (y) such Bank’s Proportional Share

(calculated without giving effect to the Amendment No. 1 Commitment Increase) of the Initial Loans,

(iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative

Agent shall pay to each Bank the portion of such funds that is equal to the difference, if positive, between

(1) such Bank’s Proportional Share (calculated without giving effect to the Amendment No. 1 Commitment

Increase) of the Initial Loans and (2) such Bank’s Proportional Share (calculated after giving effect to the

Amendment No. 1 Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Amendment

No. 1 Increasing Bank and each other Bank shall be deemed to hold its Proportional Share of

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each Subsequent Borrowing (each calculated after giving effect to the Amendment No. 1 Commitment

Increase) and (vi) the Borrower shall pay the Amendment No. 1 Increasing Bank and each other Bank any

and all accrued but unpaid interest on the Initial Loans.  The deemed payments made pursuant to clause (i)

above in respect of each Adjusted Term SOFR Rate Loan shall be subject to indemnification by the

Borrower pursuant to the provisions of Section 3.04 of the Amended Credit Agreement if the Amendment

No. 1 Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage

costs result.

Section 6.Representations and Warranties.  In order to induce the Administrative Agent,

the Amendment No. 1 Increasing Bank and the Issuing Banks to enter into this Amendment, the Borrower

represents and warrants to such parties that (a) the Borrower has all requisite corporate power and authority

to execute, deliver and perform its obligations under this Amendment, (b) the execution and delivery by the

Borrower of this Amendment and the performance by the Borrower of its obligations under this

Amendment have been duly authorized by all necessary corporate action (including any necessary

stockholder action) on the part of the Borrower, (c) this Amendment has been duly executed and delivered

by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against

the Borrower in accordance with its terms, except as enforcement may be limited by bankruptcy,

insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights

generally and by general principles of equity, including, without limitation, concepts of materiality,

reasonableness, good faith and fair dealing and the possible unavailability of specific performance or

injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at

law).

Section 7.Miscellaneous.

(a)Entire Agreement; Amendment, Modification and Waiver.  This Amendment

and the Amended Credit Agreement constitute the entire contract among the parties hereto relating to the

subject matter hereof and supersede all previous agreements and understandings, oral and written, relating

to the subject matter hereof.  This Amendment may not be amended, modified or waived, except by an

instrument or instruments in writing, signed and delivered by each of the parties hereto and in accordance

with the provisions of Section 10.01 of the Amended Credit Agreement.

(b)Severability.  Any provision of this Amendment which is prohibited or

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such

prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity

or enforceability of such provision in any other jurisdiction.

(c)Counterparts.  This Amendment may be executed in any number of counterparts

and by different parties hereto on separate counterparts, each of which counterparts when so executed and

delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but

one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by

facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of

this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or

relating to any document to be signed in connection with this Amendment and the transactions

contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records

in any electronic form (including deliveries by telecopy, emailed .pdf or any other electronic means that

reproduces an image of an actual executed signature page), each of which shall be of the same legal effect,

validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-

based recordkeeping system, as the case may be.

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(d)Headings.  Article and Section headings used in this Amendment are for

convenience of reference only and shall not affect the construction of this Amendment.

(e)Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A

CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL

PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE

WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

(f)Successors and Assigns.  This Amendment shall be binding upon and inure to the

benefit of the parties hereto (including any affiliate of any Issuing Bank that issues any Letter of Credit) and

their respective successors and permitted assigns.

(g)Miscellaneous Provisions.  The provisions of Section 10.14 of the Existing Credit

Agreement are hereby incorporated by reference and apply mutatis mutandis hereto.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly

executed and delivered by their respective officers thereunto duly authorized as of the date first written

above.

OCCIDENTAL PETROLEUM CORPORATION,

as the Borrower

By:/s/ Jaime Casas

Name: Jaime Casas

Title: Vice President and Treasurer

[OCCIDENTAL PETROLEUM CORPORATION - SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

JPMORGAN CHASE BANK, N.A.,

as the Administrative Agent

By:/s/ Sofia Barrera Jaime

Name: Sofia Barrera Jaime

Title: Vice President

[OCCIDENTAL PETROLEUM CORPORATION - SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

CHINA CONSTRUCTION BANK

CORPORATION, as the Amendment No. 1 Increasing

Bank

By:/s/ Lihua Guo

Name: Lihua Guo

Title: Deputy General Manager

[OCCIDENTAL PETROLEUM CORPORATION - SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

JPMORGAN CHASE BANK, N.A.,

as an Issuing Bank

By:/s/ Sofia Barrera Jaime

Name: Sofia Barrera Jaime

Title: Vice President

[OCCIDENTAL PETROLEUM CORPORATION - SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

Bank of America, N.A., as an Issuing Bank

By:/s/ Ajay Prakash

Name: Ajay Prakash

Title:  Director

[OCCIDENTAL PETROLEUM CORPORATION - SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

CITI BANK, N.A., as an Issuing Bank

By:/s/ Cliff Vaz

Name: Cliff Vaz

Title: Vice President

[OCCIDENTAL PETROLEUM CORPORATION - SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

HSBC Bank USA, National Association, as an Issuing

Bank

By:/s/ Balaji Rajgopal

Name: Balaji Rajgopal

Title: Managing Director

[OCCIDENTAL PETROLEUM CORPORATION - SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

MUFG BANK, LTD., as an Issuing Bank

By:/s/ Anastasiya Bykov

Name: Anastasiya Bykov

Title: Authorized Signatory

[OCCIDENTAL PETROLEUM CORPORATION - SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

ROYAL BANK OF CANADA, as an Issuing Bank

By:/s/ Don J. McKinnerney

Name: Don J. McKinnerney

Title: Authorized Signatory

[OCCIDENTAL PETROLEUM CORPORATION - SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

STANDARD CHARTERED BANK, as an Issuing Bank

By:/s/ Kristopher Tracy

Name: Kristopher Tracy

Title: Director, Financing Solutions

[OCCIDENTAL PETROLEUM CORPORATION - SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

Sumitomo Mitsui Banking Corporation, as an Issuing

Bank

By:/s/ Alkesh Nanavaty

Name: Alkesh Nanavaty

Title: Executive Director

[OCCIDENTAL PETROLEUM CORPORATION - SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

THE TORONTO-DOMINION BANK, NEW YORK

BRANCH, as an Issuing Bank

By:/s/ Lionel Baptista

Name: Lionel Baptista

Title: Authorized Signatory

[OCCIDENTAL PETROLEUM CORPORATION - SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as an Issuing Bank

By:/s/ Michael Real

Name: Michael Real

Title: Managing Director

[OCCIDENTAL PETROLEUM CORPORATION - SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT]

Exhibit A

SCHEDULE I to

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

AMOUNTS OF REVOLVING CREDIT COMMITMENTS

NAME OF BANK	TOTAL REVOLVING CREDIT COMMITMENT
JPMorgan Chase Bank, N.A.	$270,000,000.00
Bank of America, N.A.	$270,000,000.00
Citibank, N.A.	$270,000,000.00
HSBC Bank USA, National Association	$270,000,000.00
MUFG Bank, Ltd.	$270,000,000.00
Royal Bank of Canada	$270,000,000.00
Standard Chartered Bank	$270,000,000.00
Sumitomo Mitsui Banking Corporation	$270,000,000.00
The Toronto-Dominion Bank, New York Branch	$270,000,000.00
Wells Fargo Bank, National Association	$270,000,000.00
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch	$150,000,000.00
Bank of China New York Branch	$150,000,000.00
Barclays Bank PLC	$150,000,000.00
Canadian Imperial Bank of Commerce, New York Branch	$150,000,000.00
China Construction Bank Corporation	$150,000,000.00
Mizuho Bank, LTD.	$150,000,000.00
PNC Bank, National Association	$150,000,000.00
The Bank of Nova Scotia, Houston Branch	$150,000,000.00
U.S. Bank National Association	$150,000,000.00
Riyad Bank Houston Agency	$50,000,000.00
The Bank of New York Mellon	$50,000,000.00
TOTAL COMMITMENT AMOUNT	$4,150,000,000.00