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EXHIBIT 4.1
CONFORMED COPY
FIRST AMENDMENT dated as of August 31, 1998
(this "Amendment"), among OCCIDENTAL PETROLEUM
CORPORATION, a Delaware corporation (hereinafter
called the "Company"), the banks (the "Banks") party
to the Credit Agreement (as defined below), MORGAN
GUARANTY TRUST COMPANY OF NEW YORK and BANCAMERICA
SECURITIES, INC., as co-syndication agents
(hereinafter, in such capacity, together with any
successor to either thereof in such capacity, the
"Co-Syndication Agents", with each reference herein
to the "Syndication Agent" in the singular meaning
MORGAN GUARANTY TRUST COMPANY OF NEW YORK), THE CHASE
MANHATTAN BANK, as documentation agent (hereinafter,
in such capacity, together with any successor thereto
in such capacity, the "Documentation Agent"), THE
BANK OF NOVA SCOTIA, as administrative agent
(hereinafter, in such capacity, together with any
successor thereto in such capacity, the
"Administrative Agent"), and ABN AMRO BANK N.V., THE
BANK OF NEW YORK, CANADIAN IMPERIAL BANK OF COMMERCE,
CITICORP USA, INC., CREDIT LYONNAIS NEW YORK BRANCH,
CREDIT SUISSE FIRST BOSTON, BANKBOSTON, N.A., THE
FUJI BANK, LIMITED, LOS ANGELES AGENCY, THE
INDUSTRIAL BANK OF JAPAN, LIMITED, LOS ANGELES
AGENCY, NATIONSBANK, N.A., ROYAL BANK OF CANADA,
TORONTO DOMINION (TEXAS), INC. and UBS AG, as
co-agents (hereinafter, in such capacity, the
"Co-Agents").
A. Reference is made to the Credit Agreement dated as of March
20, 1997 (the "Credit Agreement"), among the Company, the Banks, the
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Co-Syndication Agents, the Documentation Agent, the Administrative Agent and the
Co-Agents. Capitalized terms used but not otherwise defined herein have the
meanings assigned to them in the Credit Agreement.
B. The Company has requested that the Banks amend certain
provisions of the Credit Agreement. The Banks are willing to do so, subject to
the terms and conditions of this Amendment.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment to Section 1.01. Section 1.01 of the
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Credit Agreement is hereby amended by:
(a) inserting in the appropriate alphabetical order the following
definition:
""Capital Securities" means, with respect to the
Company, (i) mandatorily redeemable capital trust securities
of trusts which are Subsidiaries and the subordinated
debentures of the Company in which the proceeds of the
issuance of such capital trust securities are invested, which
securities and debentures have an initial final maturity of at
least thirty
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years, have no scheduled amortization prior to maturity and,
in the case of the debentures, allow for the deferral of
interest payments for up to five years and have been
subordinated to all other indebtedness of the Company and (ii)
other securities whose basic structure and terms are similar
to those described in (i) which qualify as tier 1 capital
under the capital adequacy rules and guidelines of the U.S.
Federal Reserve Board applicable to U.S. bank holding
companies; provided, however, that in the case of (i) and
(ii), such capital securities are accounted for on the
financial statements of the Company as a minority interest,
Company-Obligated Mandatorily Redeemable Preferred New Capital
Securities of Subsidiary Trust Holding Solely New Subordinated
Debentures of the Company, or similar balance sheet
designation not included in liabilities."
(b) replacing the definition of "Consolidated Debt" with the following:
""Consolidated Debt" means the sum of, without
duplication (i) Consolidated Funded Debt, including that
portion of Consolidated Funded Debt maturing within one year
from the date of such determination, (ii) Consolidated
Short-Term Borrowings and (iii) obligations reflected for
financial reporting purposes as deferred credits for revenue
from sales of future production of the Company and its
Specified Subsidiaries, minus, through January 5, 1999, the
sum of the outstanding principal amounts of two promissory
notes, dated January 30, 1998, issued by KN Energy, Inc. to
the order of the Company in the principal amounts of
$1,000,000,000 and $394,846,122, respectively, each maturing
January 4, 1999, to the extent that the Company shall not have
assigned, granted a participation in or lien on, or otherwise
transferred such notes or any interest therein; provided,
however, that Consolidated Debt shall in no event include any
Capital Securities of the Company or any of its Subsidiaries."
(c) replacing the definition of "Tangible Net Worth" with the
following:
""Tangible Net Worth" of any Person means the sum of
the amounts set forth on the balance sheet of such Person as
(a) the par or stated value of all outstanding capital stock,
(b) the amount of the Capital Securities of such Person,
without duplication of the mandatorily redeemable capital
trust securities and the subordinated debentures of the
Company in which the proceeds of the issuance of such capital
trust securities are invested; provided that the aggregate
amount of Capital Securities added pursuant to this clause (b)
at any time of issuance thereof shall not exceed 5% of the sum
of Consolidated Debt and Consolidated Adjusted Tangible Net
Worth, calculated as of the time of such issuance of any such
securities and (c) capital surplus, earned surplus and premium
on capital stock less (i) the par or stated value of all
redeemable preferred stock, (ii) that portion of the book
value of all assets which would be treated as intangibles
under generally accepted accounting principles, including
without limitation, all such items as goodwill, trademarks,
trade names, brands, copyrights, patents, licenses and rights
with respect to the foregoing and unamortized debt discount
and expenses, and (iii) all
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investments in or advances to Excepted Subsidiaries appearing
on the asset side of such balance sheet."
SECTION 2. Conditions to Effectiveness. This Amendment shall
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become effective as of the date first above written upon receipt by the
Syndication Agent of duly executed counterparts hereof which, when taken
together, bear the authorized signatures of the Company and the Required Banks.
SECTION 3. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO
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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.
SECTION 4. Execution in Counterparts. This Amendment may be
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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 Amendment. Delivery of an
executed signature page to this Amendment by facsimile shall be as effective as
delivery of a manually signed counterpart of this Amendment.
SECTION 5. Expenses. The Company agrees to reimburse the
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Syndication Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Syndication Agent.
SECTION 6. Terms and Conditions. Except as specifically
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modified herein, all other terms and conditions of the Credit Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective duly authorized officers as of
the date first above written.
OCCIDENTAL PETROLEUM CORPORATION,
by
/s/ J.R. Havert
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Name: J.R. Havert
Title: Senior Assistant Treasurer
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MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, in its individual capacity and as
Syndication Agent,
by
/s/ Diana H. Imhof
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Name: Diana H. Imhof
Title: Vice President
ABN AMRO BANK N.V.,
by
/s/ Paul K. Stimpfl
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Name: Paul K. Stimpfl
Title: Group Vice President
/s/ Shikha Rehman
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Name: Shikha Rehman
Title: Assistant Vice President
ARAB BANK PLC,
by
/s/ Nofal S. Barbar
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Name: Nofal S. Barbar
Title: Executive Vice President
AUSTRALIA AND NEW ZEALAND BANKING
GROUP LIMITED,
by
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Name:
Title:
BANCA DI ROMA SPA,
by
/s/ Richard G. Dietz
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Name: Richard G. Dietz
Title: 97271
by
/s/ Augusto Bianchi
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Name: Augusto Bianchi
Title: 97911
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION,
by
/s/ Paul L. Colon
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Name: Paul L. Colon
Title: Vice President
BANKBOSTON, N.A.,
by
/s/ Sarah P.Z. Dwyer
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Name: Sarah P.Z. Dwyer
Title: Vice President
BANK OF MONTREAL,
by
/s/ Cahal B. Carmody
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Name: Cahal B. Carmody
Title: Director
THE BANK OF NOVA SCOTIA,
by
/s/ M. Van Oterloo
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Name: M. Van Oterloo
Title: Senior Relationship Manager
THE BANK OF NEW YORK,
by
/s/ Ian K. Stewart
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Name: Ian K. Stewart
Title: Senior Vice President
BANQUE NATIONALE DE PARIS,
by
/s/ Clive Bettles
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Name: Clive Bettles
Title: SVP & Manager
by
/s/ Mitchell M. Ozawa
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Name: Mitchell M. Ozawa
Title: Vice President
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BBL INTERNATIONAL (U.K.) LIMITED,
by
/s/ Marie-Claire Swinnen
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Name: Marie-Claire Swinnen
Title: Authorized Signatory
by
/s/ Alun Michael
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Name: Alun Michael
Title: AGM
CANADIAN IMPERIAL BANK OF
COMMERCE,
by
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Name:
Title:
THE CHASE MANHATTAN BANK,
by
/s/ Peter M. Ling
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Name: Peter M. Ling
Title: Vice President
CITICORP USA, INC.,
by
/s/ Mark Stanfield Packard
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Name: Mark Stanfield Packard
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH,
by
/s/ Philippe Soustra
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Name: Philippe Soustra
Title: Senior Vice President
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CREDIT SUISSE FIRST BOSTON,
by
/s/ Douglas E. Maher
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Name: Douglas E. Maher
Title: Vice President
by
/s/ James P. Moran
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Name: James P. Moran
Title: Director
DRESDNER BANK AG, NEW YORK BRANCH
AND GRAND CAYMAN BRANCH,
by
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Name:
Title:
by
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Name:
Title:
THE FUJI BANK, LIMITED, LOS ANGELES
AGENCY,
by
/s/ Masahito Fukuda
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Name: Masahito Fukuda
Title: Joint General Manager
GULF INTERNATIONAL BANK B.S.C.,
by
/s/ Abdel-Fattah Tahoun
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Name: Abdel-Fattah Tahoun
Title: Senior Vice President
by
/s/ William B. Shepard
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Name: William B. Shepard
Title: Vice- President
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THE INDUSTRIAL BANK OF JAPAN, LIMITED,
LOS ANGELES AGENCY,
by
/s/ Stephen A. Arce
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Name: Stephen A. Arce
Title: Vice President
KBC BANK N.V.,
by
/s/ Robert Snauffer
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Name: Robert Snauffer
Title: First Vice President
by
/s/ Marcel Claes
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Name: Marcel Claes
Title: Deputy General Manager
MELLON BANK, N.A.,
by
/s/ Lawrence C. Ivey
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Name: Lawrence C. Ivey
Title: Vice President
NATIONAL WESTMINSTER BANK PLC, NEW
YORK BRANCH AND NASSAU BRANCH
by
/s/ Kevin Howard
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Name: Kevin Howard
Title: Executive Vice President
NATIONSBANK, N.A.,
by
/s/ Tracey S. Barclay
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Name: Tracey S. Barclay
Title: SVP
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ROYAL BANK OF CANADA,
by
/s/ Andrew C. Williamson
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Name: Andrew C. Williamson
Title: Senior Manager
THE SAKURA BANK, LIMITED,
by
/s/ Masayuki Kobayashi
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Name: Masayuki Kobayashi
Title: Joint General Manager
STANDARD CHARTERED BANK,
by
/s/ Kristina McDavid
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Name: Kristina McDavid
Title: Vice President
by
/s/ Yoo Hee Kim
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Name: Yoo Hee Kim
Title: Relationship Manager
TORONTO DOMINION (TEXAS), INC.,
by
/s/ Jimmy Simien
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Name: Jimmy Simien
Title: Vice President
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UBS AG, (as successor by merger to Union Bank
of Switzerland), by New York Branch,
by
/s/ Leo L. Baltz
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Name: Leo L. Baltz
Title: Director
by
/s/ Eric C. Hanson
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Name: Eric C. Hanson
Title: AD
UNION BANK OF CALIFORNIA, N.A.,
by
/s/ Dustin Gaspari
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Name: Dustin Gaspari
Title: AVP
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