Amendment No. 1 to Term Loan Agreeement, dated as of March 23, 2020, among Occidental Petroleum Corporation, the lenders party thereto and Citibank, N.A. as Administrative Agent

FIRST AMENDMENT dated as of March 23, 2020 (this “Amendment”), to the Term Loan Agreement dated as of June 3, 2019 (as amended, amended and restated, supplemented or otherwise modified, the “Term Loan Agreement”), among OCCIDENTAL PETROLEUM CORPORATION (the “Company”), the Banks party thereto and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

WHEREAS, the Banks have made Term Loans to the Company under the Term Loan Agreement on the terms and subject to the conditions set forth therein.  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Term Loan Agreement.

WHEREAS, the Company has requested that the Term Loan Agreement be amended in the manner set forth herein.

WHEREAS, the Banks party hereto, constituting the Required Banks, and the Administrative Agent are willing to so amend the Term Loan Agreement on the terms and subject to the conditions hereof.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.  Amendments to the Term Loan Agreement.  Effective as of the Amendment Effective Date, the definition of the term “Total Capitalization” in Section 1.01 of the Term Loan Agreement is hereby amended by inserting the following sentence at the end of such definition:

“For purposes of this Agreement, Total Capitalization shall be calculated excluding the cumulative amount of any non-cash write-downs, impairments and related charges occurring after September 30, 2019, including, without limitation, those which may be required under Rule 4-10 (Financial Accounting and Reporting for Oil and Gas Producing Activities Pursuant to the Federal Securities Laws and the Energy Policy and Conservation Act of 1975) of Regulation S-X promulgated by the Securities and Exchange Commission or by United States generally accepted accounting principles.”

SECTION 2.  Representations and Warranties.  The Company represents and warrants to the Administrative Agent and the Banks that:

(a)  this Amendment has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(b) after giving effect to this Amendment, the representations and warranties of the Company set forth in the Term Loan Agreement are true and correct in all material respects as of the Amendment Effective Date (or in all respects if such representation is qualified by materiality), except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct on and as of such earlier date; and

(c) no Event of Default and no Unmatured Event of Default has occurred or is continuing on the Amendment Effective Date before or after giving effect to this Amendment.

SECTION 3.  Effectiveness.  This Amendment shall become effective as of the date (the “Amendment Effective Date”) on which the Administrative Agent shall have executed this Amendment and shall have received counterparts hereof duly executed and delivered by the Company, the Administrative Agent and the Required Banks.

The Administrative Agent shall notify the Banks of the Amendment Effective Date and such notice shall be conclusive and binding absent manifest error.

SECTION 4.  Expenses.  The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, in each case to the extent provided in Section 10.04 of the Term Loan Agreement.

SECTION 5.  Effect of Amendment.  (a)  Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any Person party to the Term Loan Agreement, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Term Loan Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  Nothing herein shall be deemed to entitle the Company to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Term Loan Agreement.

(b)  On and after the Amendment Effective Date, each reference in the Term Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “hereto”, or words of similar import, and each reference to the Term Loan Agreement, “thereunder”, “thereof” or words of similar import referring to the Term Loan Agreement in any other document shall be deemed a reference to the Term Loan Agreement as amended hereby.

SECTION 6.  Applicable Law.  THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.

SECTION 8.  General.  Sections 10.01 (No Waiver; Modifications in Writing), 10.02 (Confidentiality), 10.03 (Notices, etc.), 10.10 (Headings), 10.12 (Execution in Counterparts; Integration) and 10.14 (Consent to Jurisdiction and Service of Process; Waiver of Jury Trial) of the Term Loan Agreement are hereby incorporated into and shall apply mutatis mutandis to this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.