Dated as of March 9, 2026
Amending and Supplementing the Indenture
Dated as of August 8, 2019
FIFTH SUPPLEMENTAL INDENTURE
THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth
Supplemental Indenture”), dated as of March 9, 2026, by and between Occidental Petroleum Corporation, a Delaware corporation (the “Company”),
and The Bank of New York Mellon Trust Company, N.A., a national banking association incorporated and existing under the laws of the United States of America, as trustee (the “Trustee”).
WITNESSETH:
WHEREAS, the Company and the Trustee are parties to that certain Indenture, dated as of August 8, 2019, between the Company and the Trustee, as
amended by that certain First Supplemental Indenture, dated as of July 13, 2020, that certain Second Supplemental Indenture, dated as of December 22, 2020, that certain Third Supplemental Indenture, dated as of July 15, 2021 and that certain Fourth
Supplemental Indenture, dated as of October 20, 2021 (the “Indenture”), providing for the issuance from time to time of the
Company’s unsecured debentures, notes or other evidences of indebtedness in one or more series (the “Securities”), up to such
principal amounts as may be authorized as provided in the Indenture;
WHEREAS, there are Outstanding on the date hereof Securities consisting of $1,142,749,000 aggregate principal amount of the 6.125% Senior Notes
due January 1, 2031 under the Indenture (the Outstanding Securities of such series, the “Applicable Securities”);
WHEREAS, pursuant to Section 902 of the Indenture, with the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of the series of Securities affected by this Fifth Supplemental Indenture voting as a single class (the “Requisite
Consent”), the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the
Indenture or of modifying in any manner the rights of the Holders of Securities of such series under the Indenture;
WHEREAS, upon the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement, dated as of
February 19, 2026 (as amended by a press release issued by the Company on March 5, 2026, and as further amended or supplemented from time to time, the “Consent Solicitation Statement”), the Company has solicited consents (the “Consent Solicitation”) of,
among others, the Holders of the Applicable Securities to certain proposed amendments to the Indenture requiring the Requisite Consent of Holders and to the execution of this Fifth Supplemental Indenture, as described in more detail in the Consent
Solicitation Statement, and the Company has now obtained the Requisite Consent of such Holders, and, as such, this Fifth Supplemental Indenture, the amendments set forth herein and the Trustee’s entry into this Fifth Supplemental Indenture are
authorized pursuant to Section 902 of the Indenture;
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WHEREAS, pursuant to Sections 102, 103, 902, 903 and 905 of the Indenture, the Company has delivered to the Trustee a request for the Trustee
to join with the Company in the execution of this Fifth Supplemental Indenture, along with (1) evidence of the Requisite Consent the Company has received from the Holders of the Applicable Securities, as certified by Global Bondholder Services
Corporation, (2) copies of the Board Resolutions authorizing the execution of this Fifth Supplemental Indenture, (3) an Opinion of Counsel and (4) an Officer’s Certificate; and
WHEREAS, the execution and delivery of this Fifth Supplemental Indenture has been duly authorized by the Board Resolutions and all acts,
conditions and requirements necessary to make this Fifth Supplemental Indenture a valid and binding agreement in accordance with its terms and for the purposes set forth herein have been done and taken, and the execution and delivery of this Fifth
Supplemental Indenture has been in all respects duly authorized.
NOW, THEREFORE, intending to be legally bound hereby, each of the Company and the Trustee has executed and delivered this Fifth Supplemental Indenture.
ARTICLE ONE
INDENTURE
SECTION 101. Effectiveness
of Indenture.
(a) Except as specifically
provided in this Fifth Supplemental Indenture, the Indenture shall remain in full force and effect. This Fifth Supplemental Indenture shall constitute an indenture supplemental to the Indenture and shall be construed in connection with and form a
part of the Indenture for all purposes, and every Holder of Applicable Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
(b) The Company represents
and warrants that each of the conditions of the Consent Solicitation as set forth in the Consent Solicitation Statement has been satisfied or, where permitted, waived, in all respects.
(c) This Fifth Supplemental
Indenture, and the amendments to the Indenture effected by this Fifth Supplemental Indenture, shall become operative upon execution and delivery of this instrument by the parties hereto.
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ARTICLE TWO
AMENDMENTS TO THE INDENTURE
SECTION 201. Amendments to the Indenture. Pursuant to Section 902 of the Indenture, the Company and the Trustee (in the case of the Trustee, acting in reliance upon the instructions and
directions of the Holders who have validly delivered consents representing the Requisite Consent pursuant to the Consent Solicitation) hereby agree to amend or supplement certain provisions of the Indenture in respect of the Applicable Securities
as follows:
(a) Section 704 of the
Indenture (Reports by Company) is hereby amended and restated in its entirety by the following:
“Section 704. Reports by Company.
The Company shall comply with the provisions of Section 314(a) of the Trust Indenture Act to the extent applicable.”
(b) Section 801 of the
Indenture (Company May Consolidate, Etc., Only on Certain Terms) is hereby amended and restated in its entirety by the following:
“Section 801. Company May Consolidate, Etc., Only on Certain Terms.
The Company shall not consolidate with or merge into any other Business Entity, unless:
(1) the Business Entity formed by such consolidation or into which the Company is merged shall expressly assume, by
an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all the Securities and the performance of every covenant of this Indenture
and the Securities on the part of the Company to be performed or observed;
(2) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or
lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and
(3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
such consolidation or merger and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.”
(c) Section
802 of the Indenture (Successor Substituted) is hereby amended and restated in its entirety by the following:
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“Section 802. Successor Substituted.
Upon any consolidation with or merger by the Company
into any other Business Entity in accordance with Section 801, the successor Business Entity formed by such consolidation or into which the Company is merged shall succeed to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Business Entity had been named as the Company herein, and thereafter the predecessor Business Entity shall be relieved of all obligations and covenants under this Indenture and
the Securities.”
(d) The Indenture is
hereby amended by deleting Section 1007 of the Indenture (Limitation on Liens) and all references and definitions to the extent solely relating thereto in their entirety and replacing such section with “[Intentionally Omitted]”.
(e) Section 1104 of the Indenture (Notice of Redemption) is hereby amended and restated in its entirety by the following:
“Section 1104. Notice of Redemption.
Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, notice of
redemption shall be given in the manner provided in Section 106 to the Holders of Securities to be redeemed not less than 5 Business Days nor more than 60 days prior to the Redemption Date.
All notices of redemption shall identify the Securities to be redeemed (including, if applicable, the CUSIP number
thereof) and shall state:
(1) the Redemption Date;
(2) the Redemption Price (or, if not then ascertainable, the manner of calculation thereof);
(3) if fewer than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the
case of partial redemption, the principal amounts) of the particular Securities to be redeemed;
(4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security (or portion
thereof) to be redeemed, together with (if applicable) accrued and unpaid interest thereon and, if applicable, that interest thereon will cease to accrue on and after said date;
(5) the place or places where such Securities maturing after the Redemption Date are to be surrendered for payment of
the Redemption Price; and
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(6) that the redemption is for a sinking fund, if such is the case.
A notice of redemption published as contemplated by Section 106 need not identify particular Securities to be redeemed.
Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s
request, by the Trustee in the name and at the expense of the Company; provided that, the Company sets forth the notice information in an Officer’s Certificate
to the Trustee no less than 10 days prior to the Redemption Date (or such shorter time to which the Trustee agrees).”
SECTION 202. Amendments
to the Applicable Securities.
The Applicable Securities are hereby amended to delete or modify all provisions inconsistent with the amendments to the Indenture effected by this Fifth
Supplemental Indenture, and each global Security shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of such global Security consistent with the terms of the Indenture, as amended by this Fifth
Supplemental Indenture. To the extent of any conflict between the terms of each such global Security and the terms of the Indenture, as amended by this Fifth Supplemental Indenture, the terms of the Indenture, as amended by this Fifth Supplemental
Indenture, shall govern and be controlling.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
SECTION 301. Trustee.
The Trustee accepts the amendments of the Indenture effected by this Fifth Supplemental Indenture and agrees to execute the trust created by the
Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting its liabilities and responsibilities in the performance of the trust created by the Indenture as
hereby amended. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made
solely by the Company, and the Trustee makes no representation with respect to any such matters. Additionally, the Trustee makes no representation or warranty as to the validity or sufficiency of this Fifth Supplemental Indenture. For the avoidance
of doubt, the Trustee, by executing this Fifth Supplemental Indenture in accordance with the terms of the Indenture, does not agree to undertake additional actions, nor does it consent to any transaction beyond what is expressly set forth in this
Fifth Supplemental Indenture, and the Trustee reserves all rights and remedies under the Indenture, as amended by this Fifth Supplemental Indenture.
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SECTION 302. Capitalized
Terms.
Capitalized terms used herein and not otherwise defined herein are used with the respective meanings ascribed to such terms in the Indenture. The words
“herein,” “hereof” and “hereby” and other words of similar import used in this Fifth Supplemental Indenture refer to this Fifth Supplemental Indenture as a whole and not to any particular section hereof.
SECTION 303. Provisions
Binding on Successors.
All of the covenants, stipulations, promises and agreements made in this Fifth Supplemental Indenture by each of the parties hereto shall bind its
successors and assigns whether so expressed or not.
SECTION 304. Effect of
Headings.
The article and section headings herein are for convenience only and shall not affect the construction hereof.
SECTION 305. Governing
Law.
This Fifth Supplemental Indenture shall be deemed to be a contract made under the law of the State of New York, and for all purposes shall be governed by
and construed in accordance with the law of the State of New York (without regard to the conflicts of laws principles thereof).
SECTION 306. Counterparts.
This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all
such counterparts shall together constitute but one and the same instrument. This Fifth Supplemental Indenture shall become effective and constitute a binding agreement between the parties hereto when counterparts hereof shall have been executed and
delivered by each of the parties hereto.
SECTION 307. Separability
Clause.
In case any provision in this Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
SECTION 308. Conflicts.
To the extent of any inconsistency between the terms of the Indenture and this Fifth Supplemental Indenture, the terms of this Fifth Supplemental
Indenture will control. If any provision hereof limits, qualifies or conflicts with another provision hereof or of the Indenture which is required to be included in the Indenture by any of the provisions of the Trust Indenture Act, such required
provisions shall control.
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SECTION 309. Entire
Agreement.
This Fifth Supplemental Indenture, together with the Indenture, constitutes the entire agreement of the parties hereto with respect to the amendments to
the Indenture set forth herein.
SECTION 310. Execution.
Notwithstanding anything in the Indenture to the contrary, the words “execution,” “signed,” “signature,” “delivery,” and words of like import in or
relating to this Fifth Supplemental Indenture or any document to be signed in connection herewith, including by the Trustee, shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions
contemplated hereunder by electronic means.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have executed this Fifth Supplemental Indenture as of the date first above written.
OCCIDENTAL PETROLEUM CORPORATION
By:
/s/ Jaime R. Casas
Name:
Jaime R. Casas
Title:
Vice President and Treasurer
Signature Page to
Fifth Supplemental Indenture
(2019 Indenture)
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee