REGISTERED REGISTERED
OCCIDENTAL PETROLEUM CORPORATION
8.16% SUBORDINATED DEFERRABLE INTEREST NOTE DUE 2039
NO. R PRINCIPAL AMOUNT:
U.S.$
CUSIP: 674599 BR 5
[IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT--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.]
ORIGINAL ISSUE DATE: January 20, 1999 REDEMPTION DATE/PRICE: See
MATURITY DATE: January 20, 2039 Further Provisions Set Forth Herein
ISSUE PRICE: 100%
INTEREST RATE: 8.16%
INTEREST PAYMENT DATES: March 31, June 30, September 30 and December 31, commencing March 31, 1999
REGULAR RECORD DATES: See Further Provisions Set Forth Herein
Dated: January 20, 1999
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
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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 The Bank of New York,
as Property Trustee of Oxy Capital Trust I (the "Trust"), or registered assigns,
the Principal Amount specified above on the Maturity Date specified above
(unless and to the extent earlier redeemed or repaid prior to such Maturity
Date) and to pay interest thereon from January 20, 1999 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
quarterly (subject to deferral as set forth herein) in arrears on March 31, June
30, September 30 and December 31, in each year, commencing with the first
Interest Payment Date next succeeding the Original Issue Date, at the rate per
annum specified above, 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 close of business on the Business
Day next preceding such Interest Payment Date if this Note is held by the
Property Trustee or if this Note is in book-entry only form. Notwithstanding
the foregoing sentence, if the Preferred Securities of the Trust are no longer
in book-entry only form or a Dissolution Event has occurred and subsequent
thereto this Note is not a Global Note pursuant to the provisions of Section
305(7) of the Indenture, such regular record date shall be the close of business
on the 15/th/ day next preceding such Interest Payment Date. 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 (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. Notwithstanding the foregoing, so long as the Holder of this Note is the
Property Trustee, the payment of the principal of and interest on this Note will
be made at such place and to such account as may be designated by the Property
Trustee.
The indebtedness evidenced by this Note is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Indebtedness, and this Note is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Note, by
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accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
so provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such Holder upon
said provisions.
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 Note is one of a series designated by the Company as its
8.16% Subordinated Deferrable Interest Notes due 2039 (the "Notes"), limited in
aggregate principal amount to $541,237,125. The Indenture does not limit the
aggregate principal amount of other Securities which may be issued thereunder.
The Company issued this Note pursuant to an Indenture, dated as of January
20, 1999 (herein called the "Indenture" which term, for the purpose of this
Note, shall include the Officers' Certificate dated January 20, 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 Notes are issuable as Registered Securities, without coupons, in
denominations of $25 and any amount in excess thereof which is an integral
multiple of $25. 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 redeemable, in whole or in part, without penalty, at the
option of the Company (i) before January 20, 2004, within 90 days of the
occurrence of a Special Event, at a Redemption Price equal to 100% of the
principal amount of this Note plus any accrued and unpaid interest thereon to
the date of such redemption and (ii) on or after January 20, 2004, at a
Redemption Price equal to 100% of the principal amount per Note plus any accrued
and unpaid interest thereon to the date of such redemption.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder of the Notes to be redeemed.
Unless the Company defaults in payment of the Redemption Price, on and after the
Redemption Date, interest will cease to accrue on the Notes or portions thereof
called for redemption. If less than all of the Notes are to be redeemed, the
Notes (or
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portions thereof) to be redeemed will be selected by the Trustee by such method
as the Trustee shall deem fair and appropriate; provided that if, at the time of
redemption, the Notes are registered as a Global Note, the Depositary shall
determine the principal amount of such Notes held by each Holder to be redeemed
in accordance with its procedures.
Notwithstanding the foregoing, installments of interest whose Stated
Maturity is prior to the Redemption Date of any 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 Date referred to above, all as
provided in the Indenture.
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.
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 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.
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 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.
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The Company shall have the right at any time, and from time to time, during
the term of the Notes to extend the interest payment period of such Notes for up
to 20 consecutive quarterly periods (an "Extended Interest Payment Period")
provided no Event of Default has occurred and is continuing with respect to the
Notes, at the end of which period the Company shall pay all interest then
accrued and unpaid (together with interest thereon at the rate specified for the
Notes to the extent that payment of such interest is enforceable under
applicable law). Before the termination of any such Extended Interest Payment
Period, the Company may further extend such Extended Interest Payment Period,
provided, however, that such Extended Interest Payment Period together with all
such further extensions thereof shall not exceed 20 consecutive quarterly
periods. At the termination of any such Extended Interest Payment Period and
upon the payment of all accrued and unpaid interest and any additional amounts
then due, the Company may select a new Extended Interest Payment Period.
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, 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.
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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 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 ___________________________________
Name: J. R. Havert
Title: Vice President and Treasurer
Attest:
_______________________________________
Name: John W. Alden
Title: Assistant Secretary
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
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---- ----
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Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee
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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.