Contract
Exhibit 10.2
EXECUTION VERSION
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);
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(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 7. Integration. This Amendment supersedes any and all
previous agreements and understandings, oral or written, relating to the subject matter hereof.
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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.
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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.
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OCCIDENTAL PETROLEUM CORPORATION,
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by
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/s/ Xxxxx X. Xxxxx | |
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Name: Xxxxx X. Xxxxx
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Title: Assistant Treasurer
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[Signature Page to First Amendment to Term Loan Agreement]
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CITIBANK, N.A., in its individual capacity,
as Administrative Agent and as a Bank
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by
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/s/ Xxxxxxx Xxx
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Name: Xxxxxxx Xxx
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Title: Vice President
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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BANK OF AMERICA, N.A.
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by
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/s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: Director
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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THE BANK OF NOVA SCOTIA,
HOUSTON BRANCH
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by
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/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Director
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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BARCLAYS BANK PLC, as a Lender
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by
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/s/ Sydney X. Xxxxxx
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Name: Sydney X. Xxxxxx
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Title: Director
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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HSBC BANK USA, NATIONAL ASSOCIATION
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by
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/s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: Managing Director
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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JPMORGAN CHASE BANK, N.A.
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by
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/s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
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Title: Authorized Signatory
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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MUFG BANK, LTD.
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by
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/s/ Xxxxxxxxxx Xxxxx
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Name: Xxxxxxxxxx Xxxxx
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Title: Vice President
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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ROYAL BANK OF CANADA
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by
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/s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx
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Title: Authorized Signatory
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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SOCIETE GENERALE
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by
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/s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
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Title: Director
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
| SUMITOMO MITSUI BANKING CORPORATION | ||
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by
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/s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
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Title: Managing Director
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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XXXXX FARGO BANK, N.A.
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by
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/s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
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Title: Director
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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BANCO BILBAO VIZCAYA ARGENTARIA,
S.A. NEW YORK BRANCH
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by
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/s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: Executive Director
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by
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/s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
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Title: Senior Vice President
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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MIZUHO BANK, LTD.
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by
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/s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Authorized Signatory
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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PNC BANK., NATIONAL ASSOCIATION
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by
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/s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Director
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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THE TORONTO-DOMINION BANK,
NEW YORK BRANCH
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by
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/s/ Xxxxx Xxx
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Name: Xxxxx Xxx
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Title: Authorized Signatory
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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U.S. BANK NATIONAL ASSOCIATION
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by
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/s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
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Title: Senior Vice President
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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BMO XXXXXX BANK N.A.
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by
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/s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
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Title: Director
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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CREDIT AGRICOLE CORPORATE & INVESTMENT BANK
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by
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/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Managing Director
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by
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/s/ Xxxxxxx de Talance
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Name: Xxxxxxx de Talance
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Title: Managing Director
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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STANDARD CHARTERED BANK
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by
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/s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
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Title: Associate Director
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[Signature Page to First Amendment to Term Loan Agreement]
FIRST AMENDMENT TO
TERM LOAN AGREEMENT OF
OCCIDENTAL PETROLEUM CORPORATION
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RIYAD BANK, HOUSTON AGENCY
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by
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/s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: General Manager
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by
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/s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
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Title: Vice President, Administrative Officer
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[Signature Page to First Amendment to Term Loan Agreement]
