EXHIBIT 4.2
REGISTERED REGISTERED
OCCIDENTAL PETROLEUM CORPORATION
8.45% SENIOR NOTE DUE FEBRUARY 15, 2029
NO. R PRINCIPAL AMOUNT:
U.S.$
CUSIP: 674599 BT 1
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: February 10, 1999 REDEMPTION DATE/PRICE: See
MATURITY DATE: February 15, 2029 Further Provisions Set Forth
ISSUE PRICE: 99.857% Herein
INTEREST RATE: 8.45%
INTEREST PAYMENT DATES: February 15 and August 15, commencing August 15, 1999
REGULAR RECORD DATES: February 1 and August 1
Dated: February 10, 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:
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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 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 February 10, 1999 or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually in arrears on February 15 and August 15, in each
year, commencing on August 15, 1999, 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 February 1 or August 1 (whether or not a
Business Day), as the case may be, 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.
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.
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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
8.45% Senior Notes due February 15, 2029 (the "Notes"), limited in aggregate
principal amount to $350,000,000. The Indenture does not limit the aggregate
principal amount of 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 February 10, 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 $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.
The Notes are redeemable, in whole or in part, at the option of the Company
at any time at a redemption price equal to the greater of (i) 100% of the
principal amount of the Notes and (ii) an amount (determined by the Quotation
Agent (as defined herein)) equal to the sum of the present values of the
remaining scheduled payments of principal and interest on the Notes (not
including any portion of such payments of interest accrued as of the date of the
redemption) discounted to the date of redemption on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate
(as defined herein) plus 45 basis points plus, in each case, accrued interest
thereon to the date of redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, 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 Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation 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, (i)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of such Quotations, such average in any
case to be determined
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by the Quotation Agent, or (iii) if only one Reference Treasury Dealer Quotation
is received, such Quotation.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.
"Reference Treasury Dealer" means (i) J.P. Morgan Securities Inc., Chase
Securities Inc., NationsBanc Montgomery Securities LLC and Salomon Smith Barney
Inc. (or their respective affiliates which are primary U.S. Government
securities dealers) and their respective successors; provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer, and (ii) any other Primary
Treasury Dealer(s) selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Quotation Agent, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day in The City of New York preceding such redemption date.
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 portions thereof) to be redeemed shall be selected by the Trustee by
such method as the Trustee shall deem fair and appropriate.
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
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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 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.
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
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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
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Name: J. R. Havert
Title: Vice President and Treasurer
Attest:
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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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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:
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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.
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