EXHIBIT 4.1
REGISTERED REGISTERED
OCCIDENTAL PETROLEUM CORPORATION
EXTENDIBLE NOTE DUE OCTOBER 3, 2008
NO. R PRINCIPAL AMOUNT:
U.S.$
CUSIP: 674599 BK 0
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) ("DTC"), 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 DTC 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.
Dated: October 2, 1998
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
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 of Dollars
($ ), on October 3, 2008 ("Stated Maturity") (unless and to the extent
earlier redeemed or repaid prior to such date) and to pay interest thereon from
October 2, 1998 or from the most recent Interest Payment Date (as defined below)
to which interest has been paid or duly provided for in arrears on January 3,
April 3, July 3 and October 3, in each year, commencing January 3, 1999, or any
other date as shall be established by the Company as an interest payment date in
accordance with the provisions set forth below (each, an "Interest Payment
Date"), and at maturity or earlier redemption, until the principal hereof is
paid or made available for payment. 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 Regular Record Date, which shall be
the 15/th/ calendar day (whether or not a Business Day) next preceding such
Interest Payment Date. Except as otherwise provided in the Indenture, any
interest not punctually paid or duly provided for on any Interest Payment Date
(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 (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 for the payment of such Defaulted
Interest to be fixed by the Trustee (as defined below), notice of which shall be
given to Holders of Notes not less than 10 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 or
at the office or agency of the Trustee maintained for that purpose in the
Borough of Manhattan, The City of New York, and at any other office or agency
maintained by the Company for such purpose, 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 the Holder of this Note shall be entitled to receive
payments of principal of and interest, if any, on this Note by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received in writing by the Trustee not less than l5 days prior to the applicable
payment date.
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.
2
This Note is one of a duly authorized issue of securities (herein called
the "Securities") of the Company (which term include 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 Extendible Notes due October 3, 2008 (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 1,
1998 (herein called the "Indenture" which term, for the purpose of this Note,
shall include the Officers' Certificate dated October 2, 1998, 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 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.
Certain provisions relating to the remarketing of the Notes set forth below
are contained in a Remarketing Agreement (the "Remarketing Agreement") between
the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
Remarketing Agent (the "Remarketing Agent").
During the period from and including October 2, 1998 to but excluding April
3, 2000 (the "Initial Spread Period"), interest on this Note will be payable
quarterly in arrears, on January 3, 1999, April 3, 1999, July 3, 1999, October
3, 1999, January 3, 2000 and April 3, 2000, commencing January 3, 1999, except
as described below. During the Initial Spread Period the interest rate on the
Notes will be reset quarterly, effective on each January 3, April 3, July 3 and
October 3 (each, an "Interest Reset Date" in respect of the Initial Spread
Period), and the Notes will bear interest at a per annum rate (computed on the
basis of the actual number of days elapsed over a 360-day year) equal to LIBOR
(as defined below) for the applicable Interest Reset Period (as defined below),
plus the Initial Spread (as defined below). Interest on this Note will accrue
from and including the most recent Interest Payment Date to which interest has
been paid or duly provided for to but excluding the applicable Interest Payment
Date or Stated Maturity or date of earlier redemption, as the case may be. The
"Initial Interest Reset Period" will be the period from and including the date
of original issuance of the Notes to but excluding January 3, 1999. Thereafter,
each "Interest Reset Period" during the Initial Spread Period will be the
quarterly period from and including the most recent Interest Reset Date to but
excluding the next succeeding Interest Reset Date.
The Spread applicable to the Notes during the Initial Spread Period will be
.70% (the "Initial Spread"), and the interest rate mode used for the Initial
Spread Period will be the Floating Rate Mode. Thus, the interest rate per annum
for the Notes during the Initial Interest Reset Period will be equal to
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LIBOR, determined as of September 30, 1998, plus .70%. The interest rate per
annum for each succeeding Interest Reset Period during the Initial Spread Period
will equal LIBOR for such Interest Reset Period (as calculated below) plus the
Initial Spread. Thereafter, the Spread will be determined in the manner
described herein for each period from and including each Remarketing Reset Date
(as defined below) to but excluding each next succeeding Remarketing Reset Date
(a "Subsequent Spread Period"), which will be one or more periods of at least
six months and not more than the period remaining to the Stated Maturity of this
Note (or any integral multiple of six months therein), designated by the
Company, commencing on April 3 or October 3 (or as otherwise specified by the
Company and the Remarketing Agent on the applicable Duration/Mode Determination
Date (as defined below) in connection with the establishment of each Subsequent
Spread Period), as applicable (each such date, a "Remarketing Reset Date"),
through and including October 3, 2008 (it being understood that no Subsequent
Spread Period may end after October 3, 2008). The first Remarketing Reset Date
will be April 3, 2000.
If this Note is to be reset to the Floating Rate Mode, as agreed to by the
Company and the Remarketing Agent on a Duration/Mode Determination Date, then
during the corresponding Subsequent Spread Period, (i) the interest rate on this
Note will be reset monthly, quarterly or semiannually (each, an "Interest Reset
Period" during the Subsequent Spread Periods) and this Note will bear interest
at a per annum rate (computed on the basis of the actual number of days elapsed
over a 360-day year) equal to LIBOR for the applicable Interest Reset Period,
plus the applicable Spread and (ii) interest on this Note for each Subsequent
Spread Period will be payable either monthly, quarterly or semiannually on such
dates (each such date, an "Interest Payment Date" in respect of the Subsequent
Spread Period) as specified by the Company and the Remarketing Agent on the
applicable Duration/Mode Determination Date. Unless otherwise specified on the
applicable Duration/Mode Determination Date for Notes in the Floating Rate Mode,
interest on this Note will be payable, in the case of Notes which reset (i)
monthly, on the third day of each month; (ii) quarterly, on the third day of
each January, April, July and October; and (iii) semiannually, on the third day
of each April and October. The first day of an Interest Reset Period is
referred to herein as an "Interest Reset Date" in respect of the Subsequent
Spread Period and, unless otherwise specified on the applicable Duration/Mode
Determination Date, will be, in the case of Notes which reset (i) monthly, on
the third day of each month; (ii) quarterly, on the third day of each January,
April, July and October; and (iii) semiannually, on the third day of each April
and October.
The interest rate in effect on each day will be (i) if such day is an
Interest Reset Date, the interest rate determined as of the Floating Rate
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 Floating Rate Determination Date immediately preceding the
most recent Interest Reset Date.
If any Interest Payment Date (other than at Stated Maturity), Redemption
Date, Interest Reset Date or Remarketing Reset Date in the Floating Rate Mode
would otherwise be a day that is not a Business Day, such Interest Payment Date,
Redemption Date, Interest Reset Date or Remarketing Reset Date will be postponed
to the next succeeding day that is a Business Day, except that if such Business
Day is in the next succeeding calendar month, such Interest Payment Date,
Redemption Date, Interest Reset Date or Remarketing Reset Date shall be the next
preceding Business Day.
The interest rate applicable to each Interest Reset Period commencing on
the related Interest Reset Date will be the rate determined as of the applicable
Floating Rate Determination Date. The
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"Floating Rate Determination Date" will be the second London Business Day
immediately preceding the applicable Interest Reset Date.
For the Initial Spread Period and if the Notes are reset to the Floating
Rate Mode for a Subsequent Spread Period, LIBOR will be determined by the Rate
Agent (as defined below) as of the applicable Floating Rate Determination Date
in accordance with the following provisions:
(i) LIBOR will be determined on the basis of the offered rates for
deposits in U.S. dollars of not less than U.S. $1,000,000 of the applicable
Index Maturity, commencing on the second London Business Day immediately
following such Floating Rate Determination Date, which appears on Telerate
Page 3750 (as defined below) as of approximately 11:00 a.m., London time,
on such Floating Rate Determination Date. "Telerate Page 3750" means the
display designated on page "3750" on Bridge Telerate, Inc. (or such other
page as may replace the 3750 page on that service, any successor service or
such other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates
for U.S. dollar deposits). If no rate appears on Telerate Page 3750, LIBOR
for such Floating Rate Determination Date will be determined in accordance
with the provisions of paragraph (ii) below.
(ii) With respect to a Floating Rate Determination Date on which no
rate appears on Telerate Page 3750 as of approximately 11:00 a.m., London
time, on such Floating Rate Determination Date, the Rate Agent shall
request the principal London offices of each of four major reference banks
in the London interbank market selected by the Rate Agent to provide the
Rate Agent with a quotation of the rate at which deposits of the applicable
Index Maturity in U.S. dollars, commencing on the second London Business
Day immediately following such Floating Rate Determination Date, are
offered by it to prime banks in the London interbank market as of
approximately 11:00 a.m., London time, on such Floating Rate Determination
Date in a principal amount equal to an amount of not less than U.S. $ l
,000,000 that is representative for a single transaction in such market at
such time. If at least two such quotations are provided, LIBOR for such
Floating Rate Determination Date will be the arithmetic mean of such
quotations as calculated by the Rate Agent. If fewer than two quotations
are provided, LIBOR for such Floating Rate Determination Date will be the
arithmetic mean of the rates quoted as of approximately 11:00 a.m., New
York City time, on such Floating Rate Determination Date by three major
banks in The City of New York selected by the Rate Agent (after
consultation with the Company) for loans in U.S. dollars to leading
European banks of the applicable Index Maturity commencing on the second
London Business Day immediately following such Floating Rate Determination
Date and in a principal amount equal to an amount of not less than U.S.
$1,000,000 that is representative for a single transaction in such market
at such time; provided, however, that if the banks selected as aforesaid by
the Rate Agent are not quoting as mentioned in this sentence, LIBOR for
such Floating Rate Determination Date will be LIBOR determined with respect
to the immediately preceding Floating Rate Determination Date, or in the
case of the first Floating Rate Determination Date, LIBOR for the Initial
Interest Reset Period.
5
The Index Maturity applicable to Notes in the Floating Rate Mode will be,
in the case of Notes resetting (i) monthly, one month; (ii) quarterly, three
months; and (iii) semiannually, six months.
If this Note is to be reset to the Fixed Rate Mode, as agreed to by the
Company and the Remarketing Agent on a Duration/Mode Determination Date, then
the applicable Fixed Rate for the corresponding Subsequent Spread Period will be
determined by 1:00 p.m., New York City time, on the third Business Day prior to
the Remarketing Reset Date for such Subsequent Spread Period (the "Fixed Rate
Determination Date"), in accordance with the following provisions: the Fixed
Rate will be determined by (i) adding the applicable Spread (as determined by
the Remarketing Agent and agreed to by the Company on the preceding Spread
Determination Date) to (ii) the yield to maturity determined by 1:00 p.m., New
York City time, on the Fixed Rate Determination Date (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the applicable United States Treasury security,
selected by the Rate Agent after consultation with the Remarketing Agent, as
having a maturity comparable to the duration selected for the following
Subsequent Spread Period, which would be used in accordance with customary
financial practice in pricing new issues of corporate debt securities of
comparable maturity to the duration selected for the following Subsequent Spread
Period.
Interest in the Fixed Rate Mode will be computed on the basis of a 360-day
year of twelve 30-day months. Such interest will be payable semiannually in
arrears on the Interest Payment Dates (i.e., April 3 and October 3, unless
otherwise specified by the Company and the Remarketing Agent on the applicable
Duration/Mode Determination Date) at the applicable Fixed Rate, as determined by
the Company and the Remarketing Agent on the Fixed Rate Determination Date,
beginning on the applicable Remarketing Reset Date and continuing for the
duration of the relevant Subsequent Spread Period.
If any Interest Payment Date or any Redemption Date in the Fixed Rate Mode
would otherwise be a day that is not a Business Day (in either case, other than
any Interest Payment Date or Redemption Date that falls on a Remarketing Reset
Date, in which case such date will be postponed to the next day that is a
Business Day), the related payment of principal and interest will be made on the
next succeeding Business Day as if it were made on the date such payment was
due, and no interest will accrue on the amounts so payable for the period from
and after such date to the next succeeding Business Day.
Unless notice of redemption of the Notes as a whole has been given, after
the Initial Spread Period, the duration, Redemption Dates, redemption type
(i.e., par, premium or make-whole, as described below), Redemption Prices (if
applicable), Remarketing Reset Date, Interest Reset Dates, Interest Payment
Dates, interest rate mode, and any other relevant terms for each Subsequent
Spread Period will be agreed to by the Company and the Remarketing Agent by 3:00
p.m., New York City time, on the tenth Business Day prior to the Remarketing
Reset Date which commences such Subsequent Spread Period (the "Duration/Mode
Determination Date"), and the Spread for each Subsequent Spread Period will be
agreed to by the Company and the Remarketing Agent by 1:00 p.m., New York City
time, on the fifth Business Day prior to the Remarketing Reset Date which
commences such Subsequent Spread Period (the "Spread Determination Date").
Interest on this Note during each Subsequent Spread Period shall accrue, as
applicable, either (i) at a floating interest rate (such Note being in the
"Floating Rate Mode" and such interest rate being a "Floating Rate") or (ii) at
a fixed interest rate (such Note being in the "Fixed Rate
6
Mode" and such interest being a "Fixed Rate"), in each case as determined by the
Remarketing Agent and the Company in accordance with the Remarketing Agreement.
The term "Business Day" means any day other than a Saturday or Sunday or a
day on which banking institutions in The City of New York are required or
authorized to close and, if this Note is in the Floating Rate Mode (as defined
below), that is also a London Business Day. The term "London Business Day"
means any day on which dealings in deposits in U.S. dollars are transacted in
the London interbank market.
IN THE EVENT THAT THE COMPANY AND REMARKETING AGENT DO NOT AGREE ON THE
SPREAD FOR ANY SUBSEQUENT SPREAD PERIOD, THEN THE COMPANY IS REQUIRED
UNCONDITIONALLY TO REPURCHASE AND RETIRE ALL OF THE NOTES ON THE REMARKETING
RESET DATE AT A PRICE EQUAL TO 100% OF THE PRINCIPAL AMOUNT OF THE NOTES,
TOGETHER WITH ACCRUED AND UNPAID INTEREST, IF ANY, THEREON TO THE REMARKETING
RESET DATE.
All percentages resulting from any calculation of any interest rate for
this Note 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 and all dollar amounts will be rounded to the nearest cent, with one-half
cent being rounded upward.
In the event the Company and the Remarketing Agent agree on the Spread on
the Spread Determination Date with respect to any Subsequent Spread Period, the
Company and the Remarketing Agent will enter into a Remarketing Agency Agreement
(the "Remarketing Agency Agreement") on such Spread Determination Date. On the
Remarketing Reset Date which commences such Subsequent Spread Period, this Note
will be automatically tendered, or deemed tendered, to the Remarketing Agent for
remarketing by the Remarketing Agent on the Remarketing Reset Date at 100% of
the principal amount hereof (the "Purchase Price") unless the beneficial owner
of this Note, at such owner's option, upon giving notice as provided below (the
"Hold Notice"), elects not to tender this Note. Subject to the second succeeding
paragraph, the Purchase Price will be paid by the Remarketing Agent in
accordance with the standard procedures of DTC, which currently provide for
payments in same-day funds. Interest accrued on such Notes with respect to the
preceding interest period will be paid by the Company in the manner described
above.
The Hold Notice must be received by the Remarketing Agent during the period
commencing at 3:00 p.m., New York City time, on the Spread Determination Date
and ending at 12:00 noon, New York City time, on the second Business Day
following such Spread Determination Date for such Subsequent Spread Period (the
"Notice Date"). Except as otherwise provided below, a Hold Notice shall be
irrevocable. If a Hold Notice is not received for any reason by the Remarketing
Agent with respect to this Note by 12:00 noon, New York City time, on the Notice
Date, the beneficial owner of this Note shall be deemed to have elected to
tender this Note for purchase by the Remarketing Agent.
In the event that the Remarketing Agent is unable to remarket some or all
of the tendered Notes and, in its sole discretion, chooses not to purchase such
tendered Notes, the Company is obligated unconditionally to purchase and retire
on the Remarketing Reset Date the remaining unsold tendered
7
Notes at a price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, thereon to the applicable Remarketing Reset Date.
Notwithstanding anything to the contrary contained herein, the Remarketing
Agent shall have the option, but not the obligation, to purchase any Notes
tendered to it that it is not able to remarket. If the Remarketing Agent is
unable to remarket the entire principal amount of all Notes tendered on any
Remarketing Reset Date and, in its sole discretion, the Remarketing Agent
chooses not to purchase such tendered Notes, it will promptly notify the Company
and the Trustee. No beneficial owner of any Note shall have any rights or
claims against the Remarketing Agent as a result of the Remarketing Agent not
purchasing such Notes.
The term "Remarketing Agent" means the nationally recognized broker-dealer
selected by the Company to act as Remarketing Agent. Pursuant to the
Remarketing Agreement, Merrill Lynch, Pierce, Fenner & Smith Incorporated has
agreed to act as Remarketing Agent. The term "Rate Agent" means the entity
selected by the Company as its agent to determine (i) LIBOR and the interest
rate on the Notes for any Interest Reset Period and/or (ii) the yield to
maturity on the applicable United States Treasury security that is used in
connection with the determination of the applicable Fixed Rate, and the ensuing
applicable Fixed Rate. Pursuant to the Remarketing Agreement, Merrill Lynch,
Pierce, Fenner & Smith Incorporated has agreed to act as Rate Agent in respect
of any Fixed Rate Mode, and pursuant to a Calculation Agency Agreement, The Bank
of New York has agreed to act as the Rate Agent in respect of any Floating Rate
Mode. The Company, in its sole discretion, may change the Remarketing Agent and
the Rate Agent for any Subsequent Spread Period at any time on or prior to 3:00
p.m., New York City time, on the Duration/Mode Determination Date relating
thereto.
This Note may not be redeemed by the Company prior to April 3, 2000. On
that date, on each subsequent Remarketing Reset Date and on those Interest
Payment Dates specified as Redemption Dates by the Company on the Duration/Mode
Determination Date in connection with any Subsequent Spread Period, the Notes
may be redeemed, at the option of the Company, in whole or in part, upon notice
thereof (as described below) given at any time during the 30 calendar day period
ending on the tenth Business Day prior to the Redemption Date, in accordance
with the redemption type selected on the Duration/Mode Determination Date. This
Note is also subject to redemption in accordance with other provisions specified
above. In the event that less than all of the outstanding Notes are to be
redeemed, the Notes to be redeemed shall be selected by such method as the
Company shall deem fair and appropriate.
The redemption type to be chosen by the Company and the Remarketing Agent
on the Duration/Mode Determination Date with respect to any Subsequent Spread
Period may be one of the following as defined herein: (i) Par Redemption; (ii)
Premium Redemption; or (iii) Make-Whole Redemption. "Par Redemption" means
redemption at a redemption price equal to 100% of the principal amount thereof,
plus unpaid interest thereon, if any, accrued to the Redemption Date. "Premium
Redemption" means redemption at a redemption price or prices greater than 100%
of the principal amount thereof, plus unpaid interest thereon, if any, accrued
to the Redemption Date, as determined on the Duration/Mode Determination Date.
"Make-Whole Redemption" means redemption at a redemption price equal to the
Make-Whole Amount (as defined below) with respect to such Notes. Unless
otherwise
8
specified by the Company and the Remarketing Agent on any Duration/Mode
Determination Date, the redemption type will be Par Redemption.
"Make-Whole Amount" means, in connection with any optional redemption of
any Note, an amount equal to the greater of (i) 100% of its principal amount
plus accrued interest, if any, thereon to the date of redemption and (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the date of redemption on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the applicable
Treasury Yield plus the Reinvestment Spread.
"Treasury Yield" means, with respect to any Redemption Date applicable to
any of the Notes, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
applicable Comparable Treasury Price for such Redemption Date.
"Comparable Treasury Issue" means, with respect to the Notes subject to
redemption, the United States Treasury security selected by the Remarketing
Agent as having a maturity comparable to the remaining term of the Notes that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Notes. "Comparable Treasury
Price" means, with respect to any Redemption Date applicable to the Notes
subject to redemption, (i) the average of the applicable Reference Treasury
Dealer Quotations for such Redemption Date, after excluding the highest and
lowest of such applicable Reference Treasury Dealer Quotations, or (ii) if the
Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such Quotations, or (iii) if only one Reference Treasury Dealer
Quotation is received, such Quotation. "Reference Treasury Dealer Quotations"
means, with respect to each Reference Treasury Dealer and any Redemption Date
for the Notes subject to redemption, the average, as determined by the Trustee,
of the bid and asked prices for the Comparable Treasury Issue for the Notes
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. on the
third business day preceding such Redemption Date.
"Reference Treasury Dealer" means, with respect to the Notes subject to
redemption, at least four primary U.S. Government securities dealers in New York
City as the Company shall select, which may include the Remarketing Agent or an
affiliate thereof.
"Reinvestment Spread" means, with respect to the Notes subject to
redemption, a number, expressed as a number of basis points or as a percentage,
selected by the Company and agreed to by the Remarketing Agent on the
Duration/Mode Determination Date.
All notices of redemption shall state the Redemption Date, the Redemption
Price, if fewer than all the Outstanding Notes are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts)
of the particular Notes to be redeemed, that on the Redemption Date the
Redemption Price will become due and payable upon each Note, or portion thereof,
to be redeemed, that interest on each Note, or portion thereof, called for
redemption will cease to accrue on the Redemption Date and the place or places
where Notes may be surrendered for redemption.
9
In the event of redemption of this Note in part only, a new Note or Notes
of like tenor for the unredeemed portion hereof will be issued in authorized
denominations in the name of the Holder hereof upon the cancellation 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
this Note shall relate, in the case that this Note is redeemed or to be redeemed
by the Company only in part to that portion of the principal amount of this Note
that has been or is to be redeemed.
If an Event of Default with respect to 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.
The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Securities. 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 a majority in aggregate principal
amount of the Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of each series at the time
Outstanding, 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, 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.
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.
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,
10
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.
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).
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.
This Note 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
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, its President, a Vice President, its Treasurer or an Assistant
Treasurer and attested by its Secretary or an Assistant Secretary by his
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
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 common UNIF GIFT MIN ACT _____ Custodian _____
(Cust.) (Minor)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivor- Under Uniform Gifts to
ship and not as tenants in common Minor Act
(State)
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.